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

                                   FORM 10-QSB

                      QUARTERLY REPORT UNDER SECTION 13 OR
                        15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the Quarterly Period Ended March 31, 2001
                        Commission File Number 000-26145

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

                         CITRUS FINANCIAL SERVICES, INC.
             (Exact Name of registrant as specified in its charter)

Florida                                                     65-0136504
-------                                                     ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

1717 Indian River Boulevard
Suite 100
Vero Beach, Florida                                         32960
-------------------                                         -----
(Address of Principal Executive Offices)                    (Zip Code)

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

                                 (561) 778-4100
               (Registrant's telephone number including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  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  issuer's  classes of
Common stock as of the latest practicable date:

     Class                                         Outstanding as of May 4, 2001
---------------                                    -----------------------------
Common Stock                                                1,423,402
Par Value $3.15 per share (rounded)
















<PAGE>



                         CITRUS FINANCIAL SERVICES, INC.

                                      INDEX

                                                                           PAGE
                                                                          NUMBER

REPORT OF INDEPENDENT ACCOUNTANTS                                            3

PART I:  FINANCIAL INFORMATION

     Item 1: Financial Statements:

             Consolidated Condensed Balance Sheets as of March 31, 2001
             (Unaudited) and December 31, 2000                               4

             Consolidated Statements of Operations and Comprehensive Income
             for the Three Months Ended March 31, 2001 and 2000 (Unaudited)  5

             Consolidated Condensed Statements of Cash Flows for the Three
             Months Ended March 31, 2001 and 2000 (Unaudited)                6

             Consolidated Statement of Changes in Stockholders' Equity
             (Unaudited)                                                     7

             Notes to Consolidated Financial Statements (Unaudited)          8

     Item 2: Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                      12

PART II: OTHER INFORMATION                                                  22

Signatures                                                                  23



























<PAGE>












                        REPORT OF INDEPENDENT ACCOUNTANTS




To the Audit Committee
Citrus Financial Services, Inc. and Subsidiary
Vero Beach, Florida

We have reviewed the accompanying consolidated condensed balance sheet of Citrus
Financial Services, Inc., and its wholly-owned subsidiary, Citrus Bank, N.A., as
of March 31, 2001,  and the related  consolidated  statements of operations  and
comprehensive income and consolidated condensed statements of cash flows for the
three  months  ended  March 31,  2001 and  2000,  and the  related  consolidated
statement  of changes in  stockholders'  equity for the three months ended March
31, 2001. These  consolidated  financial  statements are the  responsibility  of
Citrus' management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries 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
expression of an opinion regarding the consolidated  financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based  upon our  review,  we are not aware of any  material  modifications  that
should be made to the consolidated  financial  statements  referred to above for
them to be in conformity with generally accepted accounting principles.

We previously audited, in accordance with generally accepted auditing standards,
the  consolidated  balance  sheet  as of  December  31,  2000,  and the  related
consolidated  statements of operations and comprehensive income, cash flows, and
changes in stockholders'  equity for the year then ended (not presented herein);
and in our report dated  January 26,  2001,  except for Note 19, as to which the
date is March 6, we  expressed  an  unqualified  opinion  on those  consolidated
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  consolidated  condensed  balance sheet as of December 31, 2000, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.


STEVENS, POWELL & COMPANY, P.A.
Jacksonville, Florida
May 4, 2001













                                      - 3 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                        March 31, 2001
                                                                                          (Unaudited)        December 31, 2000
                                                                                          -----------        -----------------
                                                                                       (In Thousands, Except Per Share Data)
<S>                                                                                      <C>                   <C>
ASSETS
Cash and due from banks                                                                  $     2,384           $     3,677
Federal funds sold                                                                             6,088                 6,351
                                                                                         -----------           -----------
     Total cash and cash equivalents                                                           8,472                10,028
Interest-bearing deposits in other banks                                                       1,032                    29
Securities available-for-sale at fair value                                                   14,228                13,001
Securities held-to-maturity (market value of
    $670 for 2001 and $657 for 2000)                                                             675                   680
Loans held for investment less allowance for credit losses                                    64,792                67,482
Loans held for sale                                                                            1,267                   688
Facilities                                                                                     2,787                 2,856
Other real estate owned                                                                          753                   129
Other assets                                                                                   1,053                 1,028
                                                                                         -----------           -----------

         TOTAL                                                                           $    95,059           $    95,921
                                                                                         ===========           ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
     Noninterest-bearing demand deposits                                                 $    13,090           $    12,320
     Interest-bearing demand deposits                                                          3,678                 4,148
     Money market deposits                                                                     4,883                 4,277
     Savings deposits                                                                          9,435                 8,693
     Time deposits, $100,000 and over                                                         11,265                10,762
     Other time deposits                                                                      43,283                46,358
                                                                                         -----------           -----------

         Total deposits                                                                       85,634                86,558

Other borrowings                                                                                 104                   117
Accounts payable and accrued liabilities                                                         399                   475
                                                                                         -----------           -----------

         Total liabilities                                                                    86,137                87,150
                                                                                         -----------           -----------

Commitments and contingencies                                                                   --                    --
                                                                                         -----------           -----------

Stockholders' equity:
     Preferred stock, $5.00 par value, authorized and
          unissued 1,000,000 shares in 2001 and 2000                                            --                    --
     Common stock, $3.15 par value (rounded), authorized
          10,000,000 shares, issued 1,423,402 shares in 2001 and 2000                          4,491                 4,491
     Additional paid-in capital                                                                4,638                 4,638
     Accumulated deficit                                                                        (256)                 (355)
     Accumulated other comprehensive income
         Net unrealized holding gains (losses) on securities                                      49                    (3)
                                                                                         -----------           -----------

         Total stockholders' equity                                                            8,922                 8,771
                                                                                         -----------           -----------

         TOTAL                                                                           $    95,059           $    95,921
                                                                                         ===========           ===========

Book value per common share                                                              $      6.27           $      6.16
                                                                                         ===========           ===========

Common shares outstanding                                                                  1,423,402             1,423,402
                                                                                         ===========           ===========
</TABLE>




          See accompanying notes to consolidated financial statements.

                                     - 4 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
   CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                 For the Three Months Ended March 31,
                                                                                 ------------------------------------
                                                                                      2001                 2000
                                                                                      ----                 ----
                                                                            (Dollars in Thousands, Except Per Share Data)
<S>                                                                                  <C>                  <C>
Interest and fees on loans held for investment                                       $ 1,515              $ 1,559
Interest and fees on loans held for sale                                                  23                   31
Investment income on investment securities
   and interest-bearing deposits in other banks                                          279                   95
Federal funds sold                                                                        69                   63
                                                                                     -------              -------
         Total interest income                                                         1,886                1,748
                                                                                     -------              -------

Interest on deposits                                                                     999                  780
Other                                                                                      2                    3
                                                                                     -------              -------
         Total interest expense                                                        1,001                  783
                                                                                     -------              -------

         Net interest income before provision for credit losses                          885                  965
                                                                                     -------              -------

Provision for credit losses                                                              (32)                  74
                                                                                     -------              -------

         Net interest income                                                             917                  891
                                                                                     -------              -------

Fees and service charges                                                                 101                  103
Other income                                                                              15                    7
                                                                                     -------              -------
         Total other income                                                              116                  110
                                                                                     -------              -------

Other expenses:
   Salaries and employee benefits                                                        429                  472
   Expenses of bank premises and fixed assets                                            168                  176
   Other operating expenses                                                              277                  263
                                                                                     -------              -------
         Total other expenses                                                            874                  911
                                                                                     -------              -------

Income before provision for income taxes                                                 159                   90

Provision for income taxes                                                                60                   33
                                                                                     -------              -------

Net income                                                                                99                   57

Other comprehensive income, net of income taxes:
   Unrealized holding gains (losses) arising during period                                52                  (13)
   Less: reclassification adjustments for gains included in
         net income for the period                                                      --                   --
                                                                                     -------              -------
         Total other comprehensive income,
              net of income taxes                                                         52                  (13)
                                                                                     -------              -------

Comprehensive income                                                                 $   151              $    44
                                                                                     =======              =======


Earnings Per Share Information
     Primary                                                                         $  0.07              $  0.04
                                                                                     =======              =======
     Fully diluted                                                                   $  0.07              $  0.04
                                                                                     =======              =======
</TABLE>




          See accompanying notes to consolidated financial statements.

                                      - 5 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                   For the Three Months Ended March 31,
                                                                                   ------------------------------------
                                                                                        2001                 2000
                                                                                        ----                 ----
                                                                             (Dollars in Thousands, Except Per Share Data)
<S>                                                                                   <C>                  <C>
Net income                                                                            $     99             $     57
Adjustments to reconcile net income to net cash
     provided (used) by operating activities:
         Provision for credit losses                                                       (32)                  74
         Depreciation and amortization                                                      85                   90
         Net premium amortization and discount accretion                                    (2)                  (6)
         (Increase) decrease in other assets                                              (663)                 120
         Decrease in other liabilities                                                     (76)                 (21)
         Origination of loans held for sale                                             (7,044)              (7,177)
         Proceeds on sale of loans held for sale                                         6,465                8,221
                                                                                      --------             --------
              Net cash provided (used)
               by operating activities                                                  (1,168)               1,358
                                                                                      --------             --------

Cash flows from investing activities:
     Net (increase) decrease in:
         Investment securities                                                          (1,137)                 148
         Interest-bearing deposits in other banks                                       (1,003)                 (34)
         Loans                                                                           2,705               (4,661)
     Purchases of bank premises and equipment, net                                         (16)                 (97)
                                                                                      --------             --------
              Net cash provided (used)
               by investing activities                                                     549               (4,644)
                                                                                      --------             --------

Cash flows from financing activities:
     Net increase (decrease) in deposits                                                  (924)               2,660
     Repayments of FHLB advances, net                                                      (13)                 (83)
                                                                                      --------             --------

              Net cash provided (used) by
                financing activities                                                      (937)               2,577
                                                                                      --------             --------

Decrease in cash and cash equivalents                                                   (1,556)                (709)

Cash and cash equivalents at beginning of period                                        10,028                7,590
                                                                                      --------             --------

Cash and cash equivalents at end of period                                            $  8,472             $  6,881
                                                                                      ========             ========
</TABLE>














          See accompanying notes to consolidated financial statements.

                                      - 6 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>

                                                        Common Stock                                           Net
                                                 ----------------------------                               Unrealized
                                                                                                             Holding
                                                              Par               Additional                    Gains       Total
                                                             Value                Paid-in    Accumulated   (Losses) on Stockholders'
                                                 Shares    (Rounded)   Amount     Capital      Deficit      Securities      Equity
                                                 ------    ---------   ------     -------      -------      ----------      ------
                                                                       (Dollars in Thousands, Except Par Value Per Share)
<S>                                            <C>          <C>      <C>          <C>          <C>           <C>           <C>

Balance, December 31, 2000                     1,423,402    $  3.15  $   4,491    $   4,638    $    (355)    $      (3)    $   8,771
                                               ---------    -------  ---------    ---------    ---------     ---------     ---------
Comprehensive income:
   Net income                                       --       --           --           --             99          --              99
   Net change in net unrealized
     holding gains on securities
     less reclassification for
     realized gains                                 --       --           --           --           --              52            52
                                               ---------    -------- ---------    ---------    ---------     ---------     ---------

     Total comprehensive income                     --       --           --           --           --            --             151
                                               ---------    -------  ---------    ---------    ---------     ---------     ---------

Balance, March 31, 2001                        1,423,402    $  3.15  $   4,491    $   4,638    $    (256)    $      49     $   8,922
                                               =========    =======  =========    =========    =========     =========     =========

</TABLE>


































          See accompanying notes to consolidated financial statements.

                                      - 7 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2001


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

The consolidated  financial  statements include the accounts of Citrus Financial
Services, Inc. ("Citrus"),  and its wholly-owned  subsidiary,  Citrus Bank, N.A.
("Citrus  Bank").  The  consolidated  financial  statements for the three months
ended  March  31,  2001  and  2000,  have not been  audited  and do not  include
information  or footnotes  necessary  for a complete  presentation  of financial
condition,  results of operations  and cash flows in conformity  with  generally
accepted  accounting  principles.  However,  in the opinion of  management,  the
accompanying  consolidated  financial statements contain all adjustments,  which
are of a normal recurring nature, necessary for a fair presentation. The results
of  operations  for the interim  periods are not  necessarily  indicative of the
results  which may be  expected  for an entire  year.  The  accounting  policies
followed  by Citrus  are set forth in Note 1 to Citrus'  consolidated  financial
statements  contained  in  the  2000  Annual  Report  to  Stockholders  and  are
incorporated herein by reference.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Material  estimates that are  particularly  susceptible  to  significant  change
relate to the  determination of the allowance for credit losses on loans and the
valuation  of  real  estate  acquired  in  connection  with  foreclosures  or in
satisfaction  of loans  ("Other  Real Estate  Owned").  In  connection  with the
determination  of the allowances for credit losses on loans and foreclosed  real
estate, management obtains independent appraisals for significant properties.

While  management  uses available  information to recognize  losses on loans and
foreclosed  real estate,  future  additions to the  allowances  may be necessary
based on changes in local economic conditions. In addition, regulatory agencies,
as an integral part of their  examination  process,  periodically  review Citrus
Bank's allowances for losses on loans and foreclosed real estate.  Such agencies
may require Citrus Bank to recognize  additions to the allowances based on their
judgments about information  available to them at the time of their examination.
Management  does not  anticipate  that the allowances for credit losses on loans
and foreclosed real estate will change materially in the near term.

Fair Value of Financial Instruments

Financial  instruments of Citrus consist of cash, due from banks,  federal funds
sold,  investment  securities,  loans receivable,  accrued interest  receivable,
deposits, federal funds purchased,  other borrowings,  accrued interest payable,
and  off-balance  sheet  commitments  such as  commitments  to extend credit and
standby letters of credit. On an interim basis, management considers the cost of
providing estimated fair values by each class of financial  instrument to exceed
the benefits derived. In management's  opinion, the carrying amount of financial
instruments approximates fair value.

Accounting for Derivatives

In September 2000, the Financial Accounting Standards Board amended Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities"  ("SFAS  133"),  which  addresses  the  accounting  for
derivative  instruments  and  provides  for  matching the timing of gain or loss
recognition  on the  hedging  instrument.  Guidance  on  identifying  derivative
instruments  is also  provided as well as additional  disclosures.  SFAS 133, as
amended,  became effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000.  Management adopted SFAS 133, as amended,  as of January 1,
2001.  The  adoption  of SFAS 133, as  amended,  had no  material  impact on the
financial condition or results of operations of Citrus for the quarter as Citrus
does not have any material amounts of derivatives or hedging activities.




                                      - 8 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2001


NOTE 2 - COMPUTATION OF PER SHARE EARNINGS

Basic  earnings  per share  amounts are computed by dividing net earnings by the
weighted average number of common shares outstanding during the period.  Diluted
earnings per share are computed by dividing net earnings by the weighted average
number of shares and all dilutive potential shares outstanding during the period
as determined by using the treasury stock method. The following  information was
used in the  computation of earnings per share on both a basic and diluted basis
for the three  months  ended  March 31, 2001 and 2000 (in  thousands  except per
share data):
<TABLE>
<CAPTION>
                                                                                        For the Three Months
                                                                                           Ended March 31,
                                                                                     2001                  2000
                                                                                     ----                  ----
<S>                                                                                 <C>                   <C>
Basic EPS computation:
    Numerator - Net income                                                          $   99                $   57
    Denominator - Weighted average shares outstanding                                1,423                 1,329
                                                                                    ------                ------

    Basic EPS                                                                       $ 0.07                $ 0.04
                                                                                    ======                ======

Diluted EPS computation:
    Numerator - Net income                                                          $   99                $   57
                                                                                    ------                ------
    Denominator - Weighted average shares outstanding                                1,423                 1,329
    Stock options                                                                       15                    64
                                                                                    ------                ------

                                                                                     1,438                 1,393

    Diluted EPS                                                                     $ 0.07                $ 0.04
                                                                                    ======                ======
</TABLE>

NOTE 3 - LOANS HELD FOR INVESTMENT
<TABLE>
<CAPTION>

Loans held for investment consisted of (dollars in thousands):
                                                                         March 31,                 December 31,
                                                                           2001                        2000
                                                                         --------                    --------
<S>                                                                      <C>                         <C>
Real estate                                                              $ 52,890                    $ 51,988
Commercial and agriculture                                                  8,928                      12,548
Installment and other loans                                                 3,946                       3,935
                                                                         --------                    --------
      Total loans, gross                                                   65,764                      68,471
Unearned income and deferred fees                                              (1)                         (3)
Allowance for credit losses                                                  (971)                       (986)
                                                                         --------                    --------
      Net loans                                                          $ 64,792                    $ 67,482
                                                                         ========                    ========
</TABLE>













                                      - 9 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2001


NOTE 4 - LOANS HELD FOR SALE

Loans held for sale include  residential real estate loans held for sale to FNMA
and  outstanding  loans  originated by third-party  brokers,  assigned to Citrus
Bank,  and held by Citrus Bank  pending  transfer  to  investors  with  take-out
commitments.  At March 31,  2001,  and December  31,  2000,  such loans  totaled
$1,267,000 and $688,000, respectively. These loans are carried at cost, which is
lower than market.

Citrus Bank does not originate any significant amounts of loans specifically for
resale.  Loans  originated by Citrus Bank and sold principally to FNMA generally
represent  less  than 3% of all  loans  originated.  The only  servicing  income
received by Citrus Bank comes from the  servicing of loans sold  principally  to
FNMA.  Servicing  income of $4,000 was  recorded  by Citrus Bank for each of the
three months ended March 31, 2001 and 2000, respectively.


NOTE 5 - ALLOWANCE FOR CREDIT LOSSES

Citrus'  Board of  Directors  monitors  the loan  portfolio  monthly in order to
enable  it to  evaluate  the  adequacy  of  the  allowance  for  credit  losses.
Management  has  implemented  a risk system that  identifies  potential  problem
credits as early as possible,  categorizes  the credits as to risk, and monitors
the progress of the credits.

Citrus maintains the allowance for credit losses at a level sufficient to absorb
all estimated  losses inherent in the loan portfolio.  Activity in the allowance
for credit losses follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                                            Three Months             Twelve Months
                                                                           Ended March 31,         Ended December 31,
                                                                                2001                     2000
                                                                              --------                 ---------
<S>                                                                            <C>                       <C>
Balance, beginning of period                                                   $  986                    $  401
                                                                               ------                    ------
Recoveries
         Real estate loans                                                       --                        --
         Installment loans                                                       --                          84
         Credit card and related plans                                              1                         2
         Commercial and all other loans                                            20                         1
                                                                               ------                    ------
                                                                                   21                        87
                                                                               ------                    ------
Charge-offs
         Real estate loans                                                       --                           5
         Installment loans                                                       --                          28
         Credit card and related plans                                              3                        13
         Commercial and all other loans                                             1                       586
                                                                               ------                    ------
                                                                                    4                       632
                                                                               ------                    ------

Provision charged to operations                                                   (32)                    1,130
                                                                               ------                    ------

Balance, end of period                                                         $  971                    $  986
                                                                               ======                    ======
</TABLE>


NOTE 6 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

Citrus is a party to financial  instruments with  off-balance  sheet risk in the
normal course of business to meet the financing  needs of its  customers.  These
financial  instruments include  commitments to extend credit.  Those instruments
involve,  to varying  degrees,  elements of credit,  and  interest  rate risk in
excess of the amounts  recognized in the balance sheet. The contract or notional
amounts of those  instruments  reflect the extent of  involvement  Citrus has in
particular classes of financial instruments.

                                     - 10 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2001


NOTE 6 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (Continued)

Financial  instruments  at March 31, 2001,  consisted of  commitments  to extend
credit approximating $8.3 million and letters of credit of $100,000.

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon,  the total  commitment  amounts do not  necessarily
represent future cash requirements.


NOTE 7 - STOCKHOLDERS' EQUITY

Citrus has authorized 11,000,000 shares of authorized capital stock,  consisting
of  10,000,000  shares of common  stock,  par value $3.15 (as adjusted for stock
splits) per share,  and 1,000,000  shares of preferred stock, par value of $5.00
per share.  As of March 31, 2001,  Citrus had  1,423,402  shares of common stock
issued and  outstanding  and 43,824 shares were subject to issuance  pursuant to
vested options. No shares of preferred stock were issued.


NOTE 8 - REGULATORY MATTERS

In late 2000, the OCC mandated that Citrus Bank recognize additional charge-offs
and  provision  for credit losses for several  customer  relationships  that had
shown credit weaknesses  throughout 2000, and in which the underlying collateral
was deemed  insufficient  to protect Citrus Bank from potential  losses in 2001.
Citrus  Bank was  directed  by the OCC to amend its  regulatory  reports for the
third  quarter of 2000 and,  accordingly,  the Form 10-QSB was also restated and
filed on March 29, 2001.

During the first quarter 2001, management's estimate of projected charge-offs on
its loan portfolio was revised downward,  which resulted in a negative provision
for credit losses of $32,000 for the three months ended March 31, 2001.


NOTE 9 - PROPOSED MERGER

On March 6, 2001,  Citrus signed an Agreement and Plan of  Reorganization by and
among CIB Marine Bancshares,  Inc. ("CIBM"),  Citrus, and Citrus Bank. Under the
terms of this  agreement,  which  are  subject  to  stockholder  and  regulatory
approval, Citrus' outstanding common stock will be converted into shares of CIBM
based at the respective  exchange  values.  If the Citrus exchange value is less
than $9.50, CIBM may, in its sole discretion,  (i) terminate its agreement; (ii)
substitute  $9.50 as the Citrus  exchange  value;  or,  (iii)  offer  Citrus the
exchange  value as  calculated  in the  agreement  and Citrus  may,  in its sole
discretion,  accept the offer and all other  terms of the  agreement.  It is the
intent of the parties  that  closing will take place within 180 days of the date
of this agreement.












                                     - 11 -

<PAGE>


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

                                    Overview

Citrus Financial Services,  Inc., is a registered bank holding company under the
federal  Bank  Holding  Company Act of 1956,  as  amended,  and owns 100% of the
issued and outstanding  common stock of Citrus Bank, N.A., Vero Beach,  Florida.
Citrus was incorporated  under the laws of the State of Florida on May 19, 1989,
to enhance Citrus Bank's ability to serve its future customers' requirements for
financial  services.  The holding company provides  flexibility for expansion of
Citrus' banking business through acquisition of other financial institutions and
provision  of  additional   banking-related   services  which  the   traditional
commercial bank may not provide under present laws.

Citrus Bank  commenced  business  operations  on April 13, 1990,  in a permanent
facility  located at the corner of Indian River Boulevard and 17th Street,  Vero
Beach,  Florida.  The facility is a three-story  office  condominium,  the first
floor of which is owned by Citrus Bank.  Citrus Bank operates a branch office at
1020 U.S. 1, Sebastian, Florida, which commenced operations in February 1993 and
another branch office located at 1020 Buttonwood Street,  Barefoot Bay, Florida,
which commenced  operations in September 1996.  During 1999,  Citrus opened loan
production  offices in Miami and Sebring,  Florida.  In July 2000, Citrus closed
the loan production office in Miami, Florida.


                           Forward-looking Statements

When used in this Form 10-QSB,  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 Citrus'  market area,  changes in policies by regulatory
agencies,  fluctuations  in interest  rates,  demand for loans in Citrus' market
area and competition,  that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected.  Citrus wishes
to caution  readers  not to place  undue  reliance  on any such  forward-looking
statements,  which  speak  only as to the date  made.  Citrus  wishes  to advise
readers that the factors listed above could affect Citrus' financial performance
and could cause Citrus' actual  results for future periods to differ  materially
from any opinions or statements  expressed with respect to future periods in any
current statements.  Citrus does not undertake,  and specifically  disclaims 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.


                         Future Accounting Requirements

In September 2000, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting Standards No. 140, "Accounting for Transfers and Servicing
of  Financial  Assets  and  Extinguishments  of  Liabilities"  ("SFAS  140"),  a
replacement  of SFAS 125,  "Accounting  for Transfers and Servicing of Financial
Assets and  Extinguishments of Liabilities." This statement provides  accounting
and reporting  standards  for  transfers  and servicing of financial  assets and
extinguishments  of  liabilities.  Those  standards are based on the  consistent
application of a  financial-components  approach that focuses on control.  Under
this approach,  after a transfer of financial  assets,  an entity recognizes the
financial  and   servicing   assets  it  controls  and  the   liabilities   when
extinguished.   SFAS  140  provides  consistent   standards  for  distinguishing
transfers of financial assets and extinguishments of liabilities occurring after
March 31, 2001. SFAS 140 was effective for recognition and  reclassification  of
collateral and for disclosures  relating to  securitization  of transactions and
collateral  for  fiscal  years  ending  December  15,  2000.  Disclosures  about
securitization  and collateral  accepted need not be reported for periods ending
on or before  December 15, 2000. As of January 31, 2001,  management has adopted
SFAS 140.  Management  does not anticipate that adoption of SFAS 140, when fully
implemented,  will have a material impact on the financial  condition or results
of operations of Citrus.







                                     - 12 -

<PAGE>


Impact of Inflation

The  consolidated  financial  statements and related data presented  herein have
been  prepared in  accordance  with  generally  accepted  accounting  principles
("GAAP"),  which require the  measurements  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.  Unlike  most
industrial companies,  substantially all of the assets and liabilities of Citrus
are  monetary in nature.  As a result,  interest  rates have a more  significant
impact on Citrus'  performance  than the effects of general levels of inflation.
Interest  rates do not  necessarily  move in the same  direction  or in the same
magnitude as the prices of goods and services, since such prices are affected by
inflation  to  a  larger  extent  than  interest  rates.  As  discussed  herein,
management seeks to manage the relationships  between interest  sensitive assets
and  liabilities  in order to protect  against wide interest rate  fluctuations,
including those resulting from inflation.

                              Results of Operations

Net Income

Citrus' net income was $99,000 for the three  months  ended March 31,  2001,  as
compared  with $57,000 for the three  months  ended March 31, 2000.  Significant
factors  affecting the  profitability of Citrus for the three months ended March
31, 2001, versus 2000 were:

o    average earning assets increased 10.9%,  however,  substantially all of the
     growth  was in the  investment  portfolio  that  earns  less  than the loan
     portfolio;
o    additional  interest income of $44,000 recorded on securities called by the
     issuer during the first quarter of 2001;
o    declining  margins as the cost of  deposits  have risen  sharply  while the
     yield on earning assets is nominally lower;
o    a swing in the  provision  for  credit  losses  from  $74,000  in the first
     quarter of 2000 versus a negative provision in 2001 of $32,000; and,
o    reductions in noninterest expenses related to the closing of the Miami loan
     production office in July 2000,  followed by the employment  termination of
     two executive officers in late 2000.

The increase in average earning assets of $8.9 million,  or 10.9%, for the first
three  months of 2001  versus the same  period in 2000 along with a decrease  of
approximately  20 basis points in the average yield on earning assets produced a
net increase in total interest income of $138,000, or 7.9%. For the three months
ended  March 31,  2001,  as compared  with the  comparable  period in 2000,  the
increase in earning assets was primarily attributable to the deployment of funds
received from certificates of deposit into investment securities, which resulted
in a net increase of $8.7 million in average investment securities. Increases in
total interest income were offset by increases in interest  expense of $218,000,
which resulted from the higher levels of certificates of deposit and the overall
increase in the rate environment.  Average certificates of deposit rose to $56.1
million for the first  quarter of 2001 as compared to $49.2 million in the first
quarter  of 2000.  The  overall  cost of  interest-bearing  liabilities  grew by
approximately 80 basis points over the same periods of comparison.

For the three  months  ended March 31,  2001,  the change in the  provision  for
credit losses totaled $106,000. As a result, net interest income posted a modest
gain of 2.9%,  rising from $891,000 in the first quarter of 2000 to $917,000 for
2001.

The decrease in  noninterest  expenses of 4.1% and the  increase in  noninterest
income of 5.5% also contributed to an overall increase in net income of 73.7% in
the first quarter of 2001 as compared with the same period in 2000.










                                     - 13 -


<PAGE>


Net Interest Income

The largest component of net income for Citrus is net interest income,  which is
the difference between the income earned on assets and interest paid on deposits
and borrowings used to support such assets. Net interest income is determined by
the rates  earned on Citrus'  interest-earning  assets and the rates paid on its
interest-bearing  liabilities,  the relative amounts of interest-earning  assets
and  interest-bearing  liabilities,  and the degree of mismatch and the maturity
and   repricing    characteristics   of   its   interest-earning    assets   and
interest-bearing liabilities.

Net interest  income  (before  provision for credit losses) was $885,000 for the
three months ended March 31, 2001,  as compared to $965,000 for the three months
ended March 31, 2000. The growth of Citrus' average total earning assets between
these  periods of $8.9  million  was more than  offset by an  increase  in total
interest-bearing  deposits and the average cost of interest-bearing  liabilities
of 80 basis points,  which contributed to the decline in the net interest margin
and  interest-rate  spread.  The  resulting  net interest  margin  (which is net
interest income divided by average interest-earning assets) declined to 3.9% for
the three months ended March 31, 2001,  as compared to 4.8% for the three months
ended March 31, 2000. Net interest-rate spread, the difference between the yield
on earning assets and the rate paid on  interest-bearing  liabilities,  was 2.9%
for the three  months  ended March 31,  2001,  as compared to 3.9% for the three
months ended March 31, 2000.

The yield on average investment  securities rose to 7.2% in the first quarter of
2001 from 5.7% in the same period of 2000.  Approximately 40 basis points of the
increase was due to higher rates on investment  securities purchased since March
31, 2000. The remainder, or 110 basis points, was due to additional accretion of
discounts  recorded on called  investment  securities  during the quarter  ended
March 31, 2001, which totaled $44,000.

The decline in the key  measurements  of net  interest  income  results from the
shift in the mix of deposit  liabilities  with higher  costing  certificates  of
deposit comprising a greater percentage of total deposits.  For the three months
ended March 31, 2001 and 2000, the average ratio of  certificates  of deposit to
total  deposit was 76.4% and 74.1%,  respectively.  In  addition,  rates paid on
certificates of deposit have increased by  approximately  80 basis points in the
three months ended March 31, 2001, as compared with the same period in 2000.

Average Balances,  Income and Expenses,  and Rates. The following table depicts,
for the  periods  indicated,  certain  information  related to  Citrus'  average
balance sheet and its average yields on assets and average costs of liabilities.
Such yields are derived by dividing  income or expense by the average balance of
the corresponding assets or liabilities. Average balances have been derived from
daily  averages.  Nonaccrual  loans and deferred loan fees have been included in
loans held for investment.











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                                     - 14 -


<PAGE>


Average Balances, Income and Expenses, and Rates (dollars in thousands)
<TABLE>
<CAPTION>

                                                                           For the Three Months Ended March 31,
                                                                        2001                                 2000
                                                        -----------------------------------     --------------------------------
                                                                      Interest      Average                 Interest     Average
                                                        Average         and          Yield/     Average        and        Yield/
                                                        Balance       Dividends       Rate      Balance     Dividends      Rate
                                                        -------       ---------       ----      -------     ---------      ----
<S>                                                     <C>           <C>             <C>       <C>          <C>            <C>
Earning assets:
     Interest-earning deposits                          $   161       $     2         4.4%      $    28      $  --          4.5%
     Taxable securities                                  15,404           277         7.2%        6,661           95        5.7%
     Federal funds sold                                   5,424            69         5.1%        4,544           63        5.5%
     Loans held for sale                                  1,045            23         8.8%        1,269           31        9.8%
     Loans held for investment, net                      67,983         1,515         8.9%       68,656        1,559        9.1%
                                                         ------       -------                    ------      -------

         Total earning assets                            90,017         1,886         8.4%       81,158        1,748        8.6%
                                                                      -------                                -------

Non-earning assets                                        5,706                                   7,218
                                                         ------                                  ------

         Total assets                                   $95,723                                 $88,376
                                                        =======                                 =======

Interest-bearing liabilities:
     NOW and money market deposits                      $ 8,336            48         2.3%      $ 8,391           49        2.3%
     Savings                                              8,948            77         3.4%        8,864           72        3.2%
     Time deposits                                       56,065           874         6.2%       49,231          659        5.4%
     Other borrowings                                       111             2         5.7%          179            3        6.7%
                                                        -------       -------                   -------      -------

         Total interest-bearing liabilities              73,460         1,001         5.5%       66,665          783        4.7%
                                                                      -------                                -------

Noninterest-bearing liabilities                          13,372                                  13,194
Stockholders' equity                                      8,891                                   8,517
                                                        -------                                 -------

         Total liabilities and
              stockholders' equity                      $95,723                                 $88,376
                                                        =======                                 =======

Net interest income before provision
  for credit losses                                                   $   885                                $   965
                                                                      =======                                =======

Interest-rate spread                                                                  2.9%                                  3.9%
                                                                                      ====                                  ====

Net interest margin                                                                   3.9%                                  4.8%
                                                                                      ====                                  ====

Ratio of average earning assets to
  average interest-bearing liabilities                   122.5%                                  121.7%
                                                         ======                                  ======
</TABLE>
















                                     - 15 -


<PAGE>


Provision and Allowance for Credit Losses

Citrus has developed  policies and procedures for evaluating the overall quality
of its credit  portfolio  and the timely  identification  of  potential  problem
loans. Management's judgment as to the adequacy of the allowance is based upon a
number of  assumptions  about future events which it believes to be  reasonable,
but  which  may or may  not be  valid.  Thus,  there  can be no  assurance  that
charge-offs in future periods will not exceed the allowance for credit losses or
that additional increases in the allowance will not be required.

Asset  Classification.  Commercial  banks  are  required  to  review  and,  when
appropriate, classify their assets on a regular basis. The OCC has the authority
to identify  problem assets and, if appropriate,  require them to be classified.
There are three  classifications for problem assets:  substandard,  doubtful and
loss.   Substandard   assets  have  one  or  more  defined  weaknesses  and  are
characterized  by the distinct  possibility  that the insured  institution  will
sustain some loss if the  deficiencies  are not corrected.  Doubtful assets have
the weaknesses of substandard assets with the additional characteristic that the
weaknesses  make  collection  or  liquidation  in full on the basis of currently
existing  facts,  condition,  and  values  questionable,  and  there  is a  high
possibility of loss. An asset classified as loss is considered uncollectible and
of such little  value that  continuance  as an asset of the  institution  is not
warranted.  If an asset or portion  thereof is classified  as loss,  the insured
institution establishes a specific reserve for the full amount of the portion of
the asset  classified as loss. All or a portion of general loan loss  allowances
established to cover possible losses related to assets classified as substandard
or doubtful may be included in determining an institution's  regulatory capital,
while specific valuation  allowances for loan losses generally do not qualify as
regulatory   capital.   Assets  that  do  not  warrant   classification  in  the
aforementioned  categories,  but possess  weaknesses,  are classified as special
mention and are monitored by Citrus.

At March 31, 2001, Citrus had 17 loans classified as substandard,  doubtful,  or
loss totaling $3.2 million.  At December 31, 2000,  Citrus had 24 loans totaling
$3.9 million in the same  categories.  At both March 31, 2001,  and December 31,
2000, Citrus had no material loss assets to be charged-off.  Loans classified by
management as impaired  totaled  $631,000 and  $1,236,000 at March 31, 2001, and
December 31, 2000, respectively.

Nonperforming  loans include loans that have been placed on nonaccrual status by
Citrus and loans past due for ninety days or more.  Some of these  nonperforming
loans are well-collateralized,  posing no significant risk of loss, and have not
been classified as impaired, doubtful, or loss. A summary of nonperforming loans
and assets follows:









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                                     - 16 -


<PAGE>
<TABLE>
<CAPTION>


                                                                                     March 31,        December 31,
                                                                                       2001              2000
                                                                                     --------          --------
                                                                                       (dollars in thousands)
<S>                                                                                   <C>                <C>
Nonaccrual loans held for investment:
     Real estate loans                                                                $  189             $  196
     Installment loans                                                                  --                    6
     Credit cards and related plans                                                     --                 --
     Commercial and all other loan                                                       442              1,034
                                                                                      ------             ------
Total nonaccrual loans held for investment                                               631              1,236
                                                                                      ------             ------

Accruing loans held for investment over 90 days delinquent:
     Real estate loans                                                                  --                   60
     Installment loans                                                                  --                 --
     Credit cards and related plans                                                        2                 32
     Commercial and all other loans                                                     --                 --
                                                                                      ------             ------
Total accrual loans held for investment over 90 days delinquent                            2                 92
                                                                                      ------             ------

Troubled debt restructurings not included above                                         --                 --
                                                                                      ------             ------

Total nonperforming loans held for investment                                            633              1,328
                                                                                      ------             ------

Other real estate owned:
     Real estate acquired by foreclosure or deed in lieu
         of foreclosure                                                                  753                129
                                                                                      ------             ------
     Total nonperforming loans held for investment and
          other real estate owned                                                     $1,386             $1,457
                                                                                      ======             ======

     Total nonperforming loans held for investment
         as a percentage of total loans held for investment                              1.0%               1.9%
                                                                                      ======             ======
     Total nonperforming loans held for investment
         as a percentage of total assets                                                 0.7%               1.4%
                                                                                      ======             ======
     Total nonperforming loans held for investment
         and other real estate owned as a percentage of total assets                     1.5%               1.5%
                                                                                      ======             ======

Troubled debt restructurings and modified loans held for investment:
     Current                                                                          $1,335             $1,478
     Past due over 30 days and less than 90 days                                        --                 --
     Past due over 90 days and included above                                           --                 --
                                                                                      ------             ------

                                                                                      $1,335             $1,478
                                                                                      ======             ======
</TABLE>


Nonperforming  loans held for investment  totaled  $633,000 at March 31, 2001, a
decrease  from the  December 31, 2000,  total of  $1,328,000.  Other real estate
owned at March 31, 2001, totaled $753,000, as compared with $129,000 at December
31, 2000.

Allowance for Credit  Losses.  The  allowance  for credit losses is  established
through a provision for credit losses charged against income.  Loans are charged
against the provision when management  believes that the  collectibility  of the
principal is unlikely.  The  provision  is an estimated  amount that  management
believes will be adequate to absorb losses  inherent in the loan portfolio based
on evaluations of its  collectibility.  The evaluations take into  consideration
such  factors as changes  in the  nature  and volume of the  portfolio,  overall
portfolio  quality,   specific  problem  loans  and  commitments,   and  current
anticipated  economic  conditions that may affect the borrower's ability to pay.
While  management  uses the best  information  available to recognize  losses on
loans,  future  additions to the provision may be necessary  based on changes in
economic conditions.



                                     - 17 -


<PAGE>

<TABLE>
<CAPTION>

Activity in the allowance for credit losses follows (dollars in thousands):

                                                                                      Three Months         Twelve Months
                                                                                         Ended                Ended
                                                                                        March 31,           December 31,
                                                                                          2001                 2000
                                                                                        --------             --------
<S>                                                                                       <C>                  <C>
Allowance at beginning of period                                                          $  986               $  401
                                                                                          ------               ------

Recoveries:
    Real estate loans                                                                       --                   --
    Installment loans                                                                       --                     84
    Credit cards and related plans                                                             1                    2
    Commercial and all other loans                                                            20                    1
                                                                                          ------               ------
Total recoveries                                                                              21                   87
                                                                                          ------               ------

Charge-offs:
    Real estate loans                                                                       --                      5
    Installment loans                                                                       --                     28
    Credit cards and related plans                                                             3                   13
    Commercial and all other loans                                                             1                  586
                                                                                          ------               ------
Total charge-offs                                                                              4                  632
                                                                                          ------               ------

Provision for credit losses charged to operations                                            (32)               1,130
                                                                                          ------               ------

Allowance at end of period                                                                $  971               $  986
                                                                                          ======               ======

Ratio of net charge-offs (recoveries) during the period to average
   loans held for investment outstanding during the period                                 (0.10%)               0.77%
                                                                                          =======              ======
</TABLE>


At March 31, 2001,  the  allowance for credit  losses  amounted to $971,000,  or
1.48% of outstanding total loans held for investment.  At December 31, 2000, the
allowance for credit losses amounted to $986,000,  or 1.44% of outstanding total
loans held for  investment.  Citrus'  negative  provision  for credit losses was
$32,000 for the three  months  ended March 31,  2001.  For the same three months
period in 2000, the provision for credit losses was $74,000.

In late 2000, the OCC mandated that Citrus Bank recognize additional charge offs
and  provision  for credit losses for several  customer  relationships  that had
shown credit weaknesses  throughout 2000, and in which the underlying collateral
was deemed  insufficient  to protect Citrus Bank from potential  losses in 2001.
Citrus  Bank was  directed  by the OCC to amend its  regulatory  reports for the
third  quarter of 2000 and,  accordingly,  the Form 10-QSB was also restated and
filed on March 29, 2001.

During the first quarter 2001, management's estimate of projected charge-offs in
its loan portfolio was revised downward,  which resulted in a negative provision
for credit losses of $32,000 in the three months ended March 31, 2001.

Noninterest Income and Expense

Noninterest  Income.  Citrus'  primary source of  noninterest  income is service
charges on deposit  accounts.  In addition,  Citrus  originates  mortgage loans,
which are closed in the name of a third party,  for which Citrus receives a fee.
Other sources of noninterest income include bankcard fees,  commissions on check
sales, safe deposit box rent, wire transfer, and official check fees.

Total  noninterest  income increased by $6,000, or 5.5%, during the three months
ended March 31, 2001,  as compared to the same period in 2000.  Fees and service
charges were  $101,000 for the three months ended March 31, 2001, as compared to
$103,000 for the comparable periods in 2000, a decrease of 1.9%. Other income in
2001 included  gains from other real estate owned,  which totaled  $7,000 in the
three months ended March 31, 2001, as compared with less than $2,000 in the same
period of 2000.

                                     - 18 -


<PAGE>


Noninterest  Expense.  Total noninterest  expense decreased  $37,000,  or 4.06%,
during the three months ended March 31, 2001,  as compared to the same period in
2000.  This  decrease  was  primarily  due to the net  decline in  salaries  and
employee benefits of $43,000,  or 9.1%,  resulting from the closure of the Miami
loan  production  office  in July  2000  and the  termination  of two  executive
officers in late 2000.

Occupancy  expenses  decreased $8,000, or 4.6%, for the three months ended March
31,  2001,  as  compared  with the same period in 2000 due to the closure of the
Miami loan production office in July 2000.

Other operating  expenses increased  $14,000,  or 5.3%,  primarily due to higher
professional  fees  and  collection   expenses  associated  with  the  level  of
nonperforming loans, partially offset by the reduction in other costs associated
with the operation of the Miami loan production office.

Income Tax Expense

The income tax  provision was $60,000 for the three months ended March 31, 2001,
or an effective rate of 37.7%. This compares with an effective rate of 36.7% for
the same period in 2000.

                               Financial Condition

Citrus'  total  assets at March 31,  2001,  were $95.1  million,  a decrease  of
$862,000,  or 0.9%, from $95.9 million at December 31, 2000.  Increases in total
securities  of $1.2  million,  interest-bearing  deposits in other banks of $1.0
million,  other real estate owned of $624,000,  and total loans held for sale of
$579,000  were offset by declines in cash and cash  equivalents  of $1.6 million
and loans held for  investment  of $2.7 million since  December 31, 2000.  Total
deposits decreased  approximately $0.9 million, with higher costing certificates
of deposit showing a reduction of $2.6 million and other deposits  posting gains
of $1.7 million.

Total  stockholders'  equity as of March 31, 2001, was $8.9 million, an increase
of $151,000,  or approximately 1.7%, compared with stockholders'  equity of $8.8
million as of December 31, 2000. This increase was attributable to:

o    $99,000 in net income for the current quarter ended March 31, 2001, and

o    an  increase  of  $52,000  in the  market  value of  investment  securities
     available-for-sale (net of deferred income taxes).

The following table shows selected ratios for the periods ended or at the dates
indicated (annualized for the three months ended March 31, 2001):
<TABLE>
<CAPTION>
                                                                                Three Months Ended       Year Ended
                                                                                     March 31,          December 31,
                                                                                       2001                2000
                                                                                    ----------           ---------
<S>                                                                                    <C>                <C>
Return on average assets                                                                0.41%             -0.44%
Return on average equity                                                                4.45%             -4.48%
Interest-rate spread during the period                                                  2.90%              3.40%
Net interest margin                                                                     3.90%              4.30%
Allowance for credit losses to period end loans held for investment                     1.48%              1.44%
Net charge-offs (recoveries) to average loans held for investment                      -0.10%              0.77%
Nonperforming assets to period end loans held for investment
    and foreclosed property                                                             2.08%              2.12%
Nonperforming assets to period end total assets                                         1.46%              1.52%
</TABLE>












                                     - 19 -

<PAGE>


                         Liquidity and Capital Resources

Liquidity  Management.  Liquidity management involves monitoring Citrus' sources
and uses of funds in order to meet its day-to-day cash flow  requirements  while
maximizing  profits.  Liquidity  represents  the ability of a company to convert
assets  into  cash or cash  equivalents  without  significant  loss and to raise
additional funds by increasing  liabilities.  Liquidity  management is made more
complicated  because  different  balance sheet components are subject to varying
degrees of  management  control.  For example,  the timing of  maturities of the
investment portfolio is very predictable and subject to a high degree of control
at the time  investment  decisions are made.  However,  net deposit  inflows and
outflows  are far less  predictable  and are not  subject to the same  degree of
control.  Asset  liquidity  is  provided  by cash and assets  which are  readily
marketable,  which can be  pledged,  or which  will  mature in the near  future.
Liability  liquidity is provided by access to core funding sources,  principally
the ability to generate customer deposits in Citrus' market area.

In  addition,  liability  liquidity  is  provided  through the ability to borrow
against  approved lines of credit (federal funds  purchased) from  correspondent
banks and to borrow on a secured basis through  securities sold under agreements
to repurchase.

Short-Term  Investments.  Short-term investments (which consist of federal funds
sold,  securities  purchased under  agreements to resell,  and  interest-bearing
deposits) averaged $5.6 million in the first three months of 2001 as compared to
$4.6  million in the same period of 2000.  At March 31,  2001,  and December 31,
2000,   short-term   investments   totaled  $7.1   million  and  $6.4   million,
respectively.  These  funds are a primary  source of Citrus'  liquidity  and are
generally invested in an earning capacity on an overnight basis.

Management   regularly  reviews  the  liquidity   position  of  Citrus  and  has
implemented   internal  policies  which  establish  guidelines  for  sources  of
asset-based  liquidity  and limit the total  amount of  purchased  funds used to
support the balance sheet and funding from non-core sources.

Deposits and Other  Sources of Funds.  In addition to  deposits,  the sources of
funds available for lending and other business purposes include loan repayments,
loan sales, and securities sold under agreements to repurchase.  Loan repayments
are a relatively stable source of funds,  while deposit inflows and outflows are
influenced  significantly by general interest rates and money market conditions.
Borrowings  may be used on a short-term  basis to compensate  for  reductions in
other sources,  such as deposits at less than projected levels and are also used
to fund the origination of mortgage loans designated to be sold in the secondary
markets.

Core Deposits. Core deposits,  which exclude certificates of deposit of $100,000
or more,  provide a relatively  stable funding source for Citrus' loan portfolio
and other earning assets.  Citrus' core deposits were $74.4 million at March 31,
2001,  and $75.8  million at December 31, 2000.  Management  anticipates  that a
stable base of deposits will be Citrus'  primary  source of funding to meet both
its short-term and long-term liquidity needs in the future.

Customers with large  certificates of deposit tend to be extremely  sensitive to
interest rate levels, making these deposits less reliable sources of funding for
liquidity planning purposes than core deposits. Some financial institutions fund
their balance  sheets in part through  large  certificates  of deposit  obtained
through  brokers.  These  brokered  deposits  are  generally  expensive  and are
unreliable as long-term funding sources. Accordingly,  Citrus does not generally
accept brokered deposits.

Borrowings.  Citrus Bank has a line of credit master  agreement with the FHLB of
Atlanta that enables Citrus Bank to borrow up to $13.5  million.  These advances
are  collateralized  by Citrus  Bank's  FHLB stock and a blanket  floating  lien
consisting of  wholly-owned  residential  (1-4 units) first mortgage  loans.  At
March 31, 2001, there were no advances  outstanding under this line. In addition
to the  line  of  credit  arrangement,  Citrus  Bank  had  fixed  FHLB  advances
outstanding as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                        At March 31,       At December 31,
   Maturity Date                   Interest Rate           2001                 2000
   -------------                   -------------           ----                 ----
<S>                                   <C>                  <C>                 <C>

      2003                            5.76%                $104                $117
                                                           ====                ====
</TABLE>





                                     - 20 -


<PAGE>


Capital.  The Federal  Reserve Board and bank regulatory  agencies  require bank
holding  companies and financial  institutions  to maintain  capital at adequate
levels based on a percentage of assets and off-balance sheet exposures, adjusted
for  risk  weights  ranging  from 0% to 100%  (the  Federal  Reserve  grants  an
exemption from these requirements for bank holding companies with less than $150
million in  consolidated  assets,  and  therefore  Citrus'  capital is currently
measured only at Citrus Bank level). Under the risk-based  standard,  capital is
classified  into two  tiers.  Tier 1 capital  consists  of common  stockholders'
equity,  excluding the unrealized gain (loss) on available-for-sale  securities,
minus  certain  intangible  assets.  Tier 2  capital  consists  of  the  general
allowance for credit losses  subject to certain  limitations.  An  institution's
qualifying capital base for purposes of its risk-based capital ratio consists of
the sum of its Tier 1 and Tier 2 capital.  The regulatory  minimum  requirements
are 4% for Tier 1 and 8% for total risk-based capital.

Bank  holding  companies  and banks are also  required to maintain  capital at a
minimum level based on total assets,  which is known as the leverage ratio.  The
minimum  requirement for the leverage ratio is 3%, but all but the highest rated
institutions  are required to maintain  ratios 100 to 200 basis points above the
minimum. Citrus and Citrus Bank exceeded their minimum regulatory capital ratios
as of March 31, 2001, as reflected in the following table.

The  following  table sets  forth  Citrus  Bank's  regulatory  capital  position
(dollars in thousands):
<TABLE>
<CAPTION>

                                                          Actual                Minimum(1)           Well-Capitalized(2)
                                                   Amount          %         Amount       %         Amount          %
                                                   ------       -------      ------    -------      -------      --------

<S>                                                <C>           <C>         <C>        <C>          <C>           <C>
Total Capital (to Risk-Weighted Assets)            $8,713        13.14%      $5,306     8.00%        $6,633        10.00%
Tier I Capital (to Risk-Weighted Assets)           $7,883        11.88%      $2,653     4.00%        $3,980         6.00%
Tier I Capital (to Average Assets)                 $7,883         8.27%      $3,811     4.00%        $4,764         5.00%
<FN>
(1)  The minimum required for adequately capitalized purposes.
(2)  To  be  "well-capitalized"   under  the  FDIC's  Prompt  Corrective  Action
     regulations.
</FN>
</TABLE>

































                                     - 21 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY



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.
                           None.

                Item 5.    Other Information.
                           None.

                Item 6.    Exhibits and Reports on Form 8-K.
                           a)  Exhibits.
                               --------
                               None.

                           b)  Reports on Form 8-K.
                               -------------------
                               A Form 8-K was filed by Citrus on March 13, 2001,
                               reporting the execution of a definitive agreement
                               on  March 6, 2001, under which it will merge with
                               and into CIB Marine Bancshares, Inc., in a stock-
                               for-stock transaction.






























                                     - 22 -


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registered  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                     Citrus Financial Services, Inc.




  Date:        May 4, 2001           /s/ Randy J. Riley
               -----------           ------------------
                                     Randy J. Riley
                                     Interim President/ Chief Executive Officer



  Date:        May 4, 2001           /s/ Marion H. Tupek
               -----------           -------------------
                                     Marion H. Tupek
                                     Principal Accounting Officer/Vice President



































                                     - 23 -


<PAGE>