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, 2000
                        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 10, 2000
---------------                                   ------------------------------
Common Stock                                                 1,423,392
Par Value $3.15 per share
<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,
             2000 (Unaudited)and December 31, 1999                       4

             Consolidated Statements of Operations and Comprehensive
             Income for the Three Months Ended March 31, 2000 and
             1999 (Unaudited)                                            5

             Consolidated Condensed Statements of Cash Flows for the
             Three Months Ended March 31, 2000 and 1999 (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                                          20

Signatures                                                              21

<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  sheets of
Citrus Financial  Services,  Inc., and its wholly-owned  subsidiary  ("Citrus"),
Citrus  Bank,  N.A.  ("Citrus  Bank"),  as of March 31,  2000,  and the  related
consolidated  statements of operations and comprehensive income and consolidated
condensed  statements  of cash flows for the three month periods ended March 31,
2000 and 1999, and the related  consolidated  statement of stockholders'  equity
for the three month period ended March 31, 2000.  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,  1999,  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 21, 2000, 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,  1999,  is fairly  stated,  in all  material  respects,  in  relation to the
consolidated balance sheet from which it has been derived.



STEVENS, SPARKS & COMPANY, P.A.
Jacksonville, Florida
May 10, 2000



                                      - 3 -

<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                              March 31, 2000
                                                                (Unaudited)       December 31, 1999
                                                              -------------------------------------
                                                              (In Thousands, Except Per Share Data)
<S>                                                            <C>                     <C>

ASSETS
Cash and due from banks                                        $     3,631             $     4,040
Federal funds sold                                                   3,250                   3,550
                                                               -----------             -----------
     Total cash and cash equivalents                                 6,881                   7,590
Interest-bearing deposits in other banks                                66                      32
Securities available-for-sale at fair value                          5,564                   5,636
Securities held-to-maturity (market value of
    $945 for 2000 and $953 for 1999)                                   992                   1,039
Loans held for investment less allowance for credit losses          71,911                  67,349
Loans held for sale                                                    919                   1,963
Facilities                                                           2,809                   2,802
Other real estate owned                                                 88                    --
Other assets                                                         1,662                   1,648
                                                               -----------             -----------

         TOTAL                                                 $    90,892             $    88,059
                                                               ===========             ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
     Noninterest-bearing                                       $    12,743             $    12,092
     NOW accounts                                                    3,682                   4,639
     Money market accounts                                           4,055                   4,287
     Savings accounts                                                9,223                   9,105
     Time, $100,000 and over                                         9,323                   9,747
     Other time deposits                                            42,725                  39,221
                                                               -----------             -----------

         Total deposits                                             81,751                  79,091
                                                               -----------             -----------

Other borrowings                                                       154                     237
Accounts payable and accrued liabilities                               343                     364
                                                               -----------             -----------

         Total liabilities                                          82,248                  79,692
                                                               -----------             -----------

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

Stockholders' equity:
     Preferred stock                                                  --                      --
     Common stock                                                    4,241                   4,125
     Additional paid-in capital                                      4,388                   4,271
     Retained earnings                                                 104                      47
     Accumulated other comprehensive income
         Net unrealized holding losses on securities                   (89)                    (76)
                                                               -----------             -----------

         Total stockholders' equity                                  8,644                   8,367
                                                               -----------             -----------

         TOTAL                                                 $    90,892             $    88,059
                                                               ===========             ===========

Book value per common share                                    $      6.43             $      6.40
                                                               ===========             ===========

Common shares outstanding                                        1,344,164               1,307,167
                                                               ===========             ===========
</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,
                                                                         -----------------------
                                                                           2000          1999
                                                                           ----          ----
                                                                         (Dollars in Thousands)
<S>                                                                      <C>            <C>

Interest and fees on loans held for investment                           $ 1,559        $ 1,211
Interest and fees on loans held for sale                                      31            177
Investment income on investment securities
     and interest-bearing deposits in other banks                             95             78
Federal funds sold                                                            63            102
                                                                         -------        -------

         Total interest income                                             1,748          1,568
                                                                         -------        -------

Interest on deposits                                                         780            716
Other                                                                          3              3
                                                                         -------        -------

         Total interest expense                                              783            719
                                                                         -------        -------

         Net interest income before provision for credit losses              965            849

Provision for credit losses                                                   74             22
                                                                         -------        -------

         Net interest income                                                 891            827
                                                                         -------        -------

Fees and service charges                                                     103            107
Other income                                                                   7              7
                                                                         -------        -------

         Total other income                                                  110            114
                                                                         -------        -------

Other expenses:
     Salaries and employee benefits                                          472            388
     Expenses of bank premises and fixed assets                              176            141
     Other operating expenses                                                263            216
                                                                         -------        -------

         Total other expenses                                                911            745
                                                                         -------        -------

Income before provision for income taxes                                      90            196

Provision for income taxes                                                    33             74
                                                                         -------        -------

Net income                                                                    57            122

Other comprehensive income, net of income taxes:
     Unrealized holding gains arising during period                          (13)             2
                                                                         -------        -------

Comprehensive income                                                     $    44        $   124
                                                                         =======        =======


Earnings Per Share
     Basic earnings per share                                            $  0.04        $  0.13
                                                                         =======        =======
     Diluted earnings per share                                          $  0.04        $  0.10
                                                                         =======        =======

</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,
                                                                            -----------------------
                                                                             2000          1999
                                                                             ----          ----
                                                                              (Dollars in Thousands)
<S>                                                                        <C>           <C>

Net income                                                                 $     57      $    122
Adjustments to reconcile net income to net cash provided
    (used) by operating activities:
     Provision for credit losses                                                 74            22
     Depreciation and amortization                                               90            79
     Net premium amortization and discount accretion                             (6)            5
     (Increase) decrease in other assets                                        120          (371)
     Increase (decrease) in other liabilities                                   (21)           29
     Origination of loans held for sale                                      (7,177)      (30,558)
     Proceeds on sale of loans held for sale                                  8,221        33,415
                                                                           --------      --------

         Net cash provided by operating activities                            1,358         2,743
                                                                           --------      --------

Cash flows from investing activities: Net (increase) decrease in:
         Investment securities                                                  148           205
         Interest-bearing deposits in other banks                               (34)          (14)
         Loans                                                               (4,661)       (2,756)
     Purchases of bank premises and equipment, net                              (97)         (111)
                                                                           --------      --------

         Net cash used by investing activities                               (4,644)       (2,676)
                                                                           --------      --------

Cash flows from financing activities:
     Net increase (decrease) in deposits                                      2,660        (4,700)
     Repayments of FHLB advances, net                                           (83)          (13)
                                                                           --------      --------

         Net cash provided (used) by financing activities                     2,577        (4,713)
                                                                           --------      --------

Decrease in cash and cash equivalents                                          (709)       (4,646)

Cash and cash equivalents at beginning of period                              7,590        13,140
                                                                           --------      --------

Cash and cash equivalents at end of period                                 $  6,881      $  8,494
                                                                           ========      ========
</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>



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

Balance, December 31, 1999            1,307,167  $ 3.15    $ 4,125    $ 4,271     $  47      $  (76)       $  8,367

Warrants exercised                       36,997     --         116        117        --          --             233

Comprehensive income:
   Net income                               --      --         --         --         57          --
   Net change in unrealized holding
     gains on securities                    --      --         --         --         --         (13)

     Total comprehensive income             --      --         --         --         --          --              44
                                      ---------  ------    -------    -------     -----      -------

Balance, March 31, 2000               1,344,164  $ 3.15    $ 4,241    $ 4,388     $ 104      $  (89)       $  8,644
                                      =========  ======    =======    =======     =====      =======       ========


</TABLE>
















          See accompanying notes to consolidated financial statements.

                                      - 7 -
<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2000


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

The consolidated  financial  statements include the accounts of Citrus Financial
Services,  Inc.,  and  its  wholly  owned  subsidiary,  Citrus  Bank,  N.A.  The
consolidated  financial statements for the three months ended March 31, 2000 and
1999,  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
1999 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.














                                      - 8 -
<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2000


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.  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,
2000 and 1999 (in thousands except per share data):
<TABLE>
<CAPTION>

                                                               For the Three Months
                                                                  Ended March 31,
                                                           -----------------------------
                                                                 2000         1999
                                                                ------       ------
<S>                                                             <C>          <C>

Basic EPS computation:
    Numerator - Net income                                      $   57       $  122
    Denominator - Weighted average shares outstanding            1,329          952
                                                                ------       ------

    Basic EPS                                                   $ 0.04       $ 0.13
                                                                ======       ======

Diluted EPS computation:
    Numerator - Net income                                      $   57       $  122
                                                                ------       ------
    Denominator - Weighted average shares outstanding            1,329          952
    Stock options and warrants                                      64          227
                                                                ------       ------

                                                                 1,393        1,179
                                                                ------       ------

    Diluted EPS                                                 $ 0.04       $ 0.10
                                                                ======       ======

</TABLE>

NOTE 3 - LOANS HELD FOR INVESTMENT


Loans consisted of (dollars in thousands):
<TABLE>
<CAPTION>
                                                              March 31,     December 31,
                                                                2000           1999
                                                              --------        -------
<S>                                                           <C>             <C>

Real estate                                                   $ 53,182        $ 49,486
Commercial and agriculture                                      14,707          13,881
Installment and other loans                                      4,473           4,385
                                                              --------        --------
      Total loans, gross                                        72,362          67,752
Unearned income and deferred fees                                   (1)             (2)
Allowance for credit losses                                       (450)           (401)
                                                              --------        --------
      Net loans                                               $ 71,911        $ 67,349
                                                              ========        ========

</TABLE>












                                      - 9 -
<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2000


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,  2000,  and December  31,  1999,  such loans  totaled
$919,000 and $1,963,000, 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 form the  servicing of loans sold  principally  to
FNMA, which is not considered to be material.


NOTE 5 - ALLOWANCE FOR CREDIT LOSSES

Citrus'  Board of Directors  monitors the loan  portfolio  quarterly 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 puts a
reporting process in place to monitor 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,
                                                   2000                 1999
                                                  ------               ------
<S>                                                <C>                 <C>

Balance, beginning of period                       $401                $461
                                                   ----                ----
Recoveries
         Real estate loans                          --                  --
         Installment loans                            1                 --
         Credit card and related plans                1                   1
         Commercial and all other loans             --                   32
                                                   ----                ----
                                                      2                  33
                                                   ----                ----
Charge-offs
         Real estate loans                          --                  --
         Installment loans                            5                 153
         Credit card and related plans                7                  28
         Commercial and all other loans              15                 587
                                                   ----                ----
                                                     27                 768
                                                   ----                ----

Provision charged to operations                      74                 675
                                                   ----                ----

Balance, end of period                             $450                $401
                                                   ====                ====
</TABLE>











                                     - 10 -
<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2000


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.

Financial  instruments  at March 31, 2000,  consisted of  commitments  to extend
credit approximating $8.8 million and letters of credit of $126,000.

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

Authorized Capital Stock:
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, 2000,  1,344,164  shares of common stock were issued
and outstanding  and 155,517 shares were subject to issuance  pursuant to vested
options and warrants. No shares of preferred stock were issued.

Stock Warrants:
In connection with Citrus' 1990 offering,  organizers  were granted  warrants to
purchase  469,772  shares of common  stock at $6.31 per share,  (as adjusted for
stock splits).  The warrants are exercisable  for a ten-year  period  commencing
April 13, 1990.  During the first  quarter of 2000,  warrants for 36,997  shares
were  exercised,  leaving a total of 77,904  warrants  outstanding  at March 31,
2000. In April 2000, 60,439 warrants were exercised leaving 17,465, or less than
4%, of the original warrants unexercised.

Executive Officer Stock Options:
Citrus has also entered into stock option agreements with its executive officers
providing for the granting of 112,613  non-statutory stock options. Such options
are  exercisable  between  $6.31 (as adjusted  for stock  splits) and $10.75 per
share.  No options were exercised in the first quarter of 2000,  leaving 112,613
options  outstanding at March 31, 2000 (of which 77,613 options were vested). In
April 2000, 18,789 options were exercised leaving 93,824 options  outstanding at
April 30, 2000 (of which 58,824 options were vested).
















                                     - 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.

                           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.

         Contingencies and Uncertainties - Year 2000 Compliance Matters

During the periods leading up to January 1, 2000, Citrus addressed the potential
problems  associated  with the  possibility  that the computers  that control or
operate Citrus'  information  technology system and  infrastructure may not have
been  programmed  to read  four-digit  date codes and,  upon arrival of the year
2000,  may have  recognized  the two-digit  code "00" as the year 1900,  causing
systems to fail to function or generate erroneous data.

Citrus expended  approximately $55,000 through the periods ended March 31, 2000,
in connection  with its Year 2000  compliance  program.  Citrus  experienced  no
significant problems related to its information  technology systems upon arrival
of the Year  2000,  nor was there any  reported  interruption  in service to its
customers of any kind.

Citrus could incur losses if Year 2000 issues adversely affect its depositors or
borrowers.  Such problems  could include  delayed loan payments due to Year 2000
problems affecting any significant borrowers or impairing the payroll systems of
large employers in Citrus' primary market areas.  Because Citrus' loan portfolio
is  highly  diversified  with  regard  to  individual  borrowers  and  types  of
businesses,  Citrus  does  not  expect,  and  to  date  has  not  realized,  any
significant  or  prolonged  difficulties  that will affect net  earnings or cash
flow.

                         Future Accounting Requirements

In September 1998, the Financial  Accounting Standards Board issued 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 has
been deferred to become  effective  for all fiscal  quarters of all fiscal years
beginning  after June 15, 2000.  Earlier  application  is permitted with certain
exceptions. Management does not anticipate that adoption of SFAS 133 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 decreased  $65,000 for the three months ended March 31, 2000,
over the  comparable  period in 1999.  This decline for the three months of 2000
versus 1999  reflects  the  increased  provision  for credit  losses of $52,000,
increased  operating  costs  associated  with the  start-up  of loan  production
offices  in  Miami  and  Sebring,  Florida,  and  declines  experienced  in  the
origination  of loans under  Citrus  Bank's  funding  program.  The  increase in
average  earning  assets of 7.3% for the first  quarter of 2000  versus the same
period in 1999 along with an increase of  approximately  30 basis  points in the
average yield on earning assets produced a net increase in total interest income
of 11.5% in the first three months of 2000 as compared to the first three months
of 1999.  For the three  months  ended  March 31,  2000,  as  compared  with the
comparable  period in 1999,  increases in total interest income of $180,000 were
partially  offset by  increases  in  interest  expense of  $64,000.  Noninterest
expense in the first three  months of 2000 as compared to the first three months
of 1999 rose at a pace of 22.3% to $911,000 from $745,000.  The loan  production
offices started in 1999 contributed to substantially  all of this increase.  The
return on average  assets for the three months  ended March 31, 2000,  was 0.26%
annualized as compared with the return of average  assets of negative  0.33% for
1999.

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 was $965,000 for the three months ended March 31, 2000,  as
compared to $849,000 for the three months ended March 31, 1999. The  substantial
average growth of Citrus' total loan  portfolio  between these periods of almost
$9.0 million, or 14.7%,  partially offset by a moderate increase in the yield on
interest-bearing  liabilities of 10 basis points, contributed to the improvement
in the net  interest  margin in 2000  versus  1999.  Net  interest  spread,  the
difference   between  the  yield  on  earning   assets  and  the  rate  paid  on
interest-bearing  liabilities,  was 3.9% for the three  months  ended  March 31,
2000,  as  compared  to 3.7% for the three  months  ended  March 31,  1999.  Net
interest   margin   (which  is  net   interest   income   divided   by   average
interest-earning  assets) increased to 4.8% for the three months ended March 31,
2000, as compared to 4.5% for the three months ended March 31, 1999.

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.








                                     - 13 -
<PAGE>

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

                                                                         For the Three Months Ended March 31,
                                                                       2000                                 1999
                                                       ----------------------------------      --------------------------------
                                                                     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                         $    28        $  --         4.5%      $    23      $    --        4.8%
     Taxable securities                                  6,661           95         5.7%        5,927           78        5.3%
     Federal funds sold                                  4,544           63         5.5%        8,715          102        4.7%
     Loans held for sale                                 1,269           31         9.8%        7,304          177        9.7%
     Loans held for investment, net                     68,656        1,559         9.1%       53,664        1,211        9.0%
                                                        ------        -----                    ------        -----

         Total earning assets                           81,158        1,748         8.6%       75,633        1,568        8.3%
                                                                      -----                                  -----

Non-earning assets                                       7,218                                  6,114
                                                        ------                                 ------

         Total assets                                  $88,376                                $81,747
                                                       =======                                =======

Interest-bearing liabilities:
     NOW and money market deposits                     $ 8,391           49         2.3%      $ 6,470           28        1.7%
     Savings                                             8,864           72         3.2%        9,172           73        3.2%
     Time deposits                                      49,231          659         5.4%       46,394          615        5.3%
     Other borrowings                                      179            3         6.7%          211            3        5.7%
                                                         -----        -----                    ------        -----

         Total interest-bearing liabilities             66,665          783         4.7%       62,247          719        4.6%
                                                                      -----                                  -----

Noninterest-bearing liabilities                         13,194                                 12,996
Stockholders' equity                                     8,517                                  6,504
                                                        ------                                 ------

         Total liabilities and
              stockholders' equity                     $88,376                                $81,747
                                                       =======                                =======

Net interest income                                                 $   965                                $   849
                                                                    =======                                =======

Interest-rate spread                                                                3.9%                                  3.7%
                                                                                    ====                                  ====

Net interest margin                                                                 4.8%                                  4.5%
                                                                                    ====                                  ====

Ratio of average earning assets to
  average interest-bearing liabilities                  121.7%                                 121.5%
                                                        ======                                 ======

</TABLE>
















                                     - 14 -
<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 credit loss 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, 2000, Citrus had 13 loans classified as substandard,  doubtful,  or
loss  totaling  $1.1 million.  At December 31, 1999,  Citrus had loans  totaling
$656,000  in  the  same  categories.   Substantially  all  of  the  increase  is
attributable  to  two  borrowers  and  their  affiliated  companies.  Management
believes the  underlying  loans are  well-secured.  At both March 31, 2000,  and
December 31, 1999,  Citrus had no material loss assets to be charged-off.  Loans
classified by management as impaired  totaled $362,000 and $368,000 at March 31,
2000, and December 31, 1999, 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 substandard,  doubtful,  or loss. A summary of  nonperforming
loans and assets follows:










                        [Page intentionally left blank.]















                                     - 15 -
<PAGE>
<TABLE>
<CAPTION>

                                                                            Three Months      Twelve Months
                                                                               Ended              Ended
                                                                              March 31,        December 31,
                                                                               2000               1999
                                                                             --------           -------
                                                                                (dollars in thousands)
<S>                                                                           <C>                <C>
Nonaccrual loans held for investment:
     Real estate loans                                                        $ --               $   88
     Installment loans                                                           195                201
     Credit cards and related plans                                             --                 --
     Commercial and all other loan                                               167                167
                                                                              ------             ------
Total nonaccrual loans held for investment                                       362                456
                                                                              ------             ------

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

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

Total nonperforming loans held for investment                                    362                458
                                                                              ------             ------

Other real estate owned:
     Real estate acquired by foreclosure or deed in lieu
         of foreclosure                                                           88               --
                                                                              ------             ------
     Total nonperforming loans held for investment and
          other real estate owned                                             $  450             $  458
                                                                              ======             ======

     Total nonperforming loans held for investment
         as a percentage of total loans held for investment                     0.50%              0.68%
                                                                              ======             ======
     Total nonperforming loans held for investment
         as a percentage of total assets                                        0.40%              0.52%
                                                                              ======             ======
     Total nonperforming loans held for investment
         and other real estate owned as a percentage of total assets            0.50%              0.52%
                                                                              ======             ======

Troubled debt restructurings and modified loans held for investment:
     Current                                                                  $  941             $1,585
     Past due over 30 days and less than 90 days                                --                   60
     Past due over 90 days and included above                                   --                   88
                                                                              ------             ------

                                                                              $  941             $1,733
                                                                              ======             ======
</TABLE>


Nonperforming loans at March 31, 2000, declined from the quarter ended March 31,
1999, total of $859,000, and the December 31, 1999, total of $458,000.  However,
other real estate owned was $88,000 at March 31, 2000, as compared with no other
real estate owned at December 31, 1999.

Allowance for Credit  Losses.  The  allowance  for credit losses is  established
through a provision for loan 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.



                                     - 16 -
<PAGE>

Activity in the allowance for credit losses follows (dollars in thousands):
<TABLE>
<CAPTION>

                                                           Three Months   Twelve Months
                                                              Ended           Ended
                                                             March 31,    December 31,
                                                               2000           1999
                                                             --------        -------
<S>                                                            <C>            <C>

Allowance at beginning of period                               $401           $461
                                                               ----           ----

Recoveries:
    Real estate loans                                           --             --
    Installment loans                                             1            --
    Credit cards and related plans                                1              1
    Commercial and all other loans                              --              32
                                                               ----           ----
Total recoveries                                                  2             33
                                                               ----           ----

Charge-offs:
    Real estate loans                                           --             --
    Installment loans                                             5            153
    Credit cards and related plans                                7             28
    Commercial and all other loans                               15            587
                                                               ----           ----
Total charge-offs                                                27            768
                                                               ----           ----

Provision for credit losses charged to operations                74            675
                                                               ----           ----

Allowance at end of period                                     $450           $401
                                                               ====           ====

Ratio of net charge-offs during the period to average
   loans (including loans held for sale) outstanding
   during the period                                           0.14%          1.15%
                                                               ====           ====
</TABLE>


At March 31, 2000,  the  allowance for credit  losses  amounted to $450,000,  or
0.62% of  outstanding  loans held for  investment.  At December  31,  1999,  the
allowance for credit losses amounted to $401,000,  or 0.59% of outstanding loans
held for  investment.  Citrus'  provision  for credit losses was $74,000 for the
three months ended March 31, 2000. For the same three months period in 1999, the
provision  for  credit  losses  was  $22,000.  The  provision  was made based on
management's  assessment  of general  credit  loss risk and asset  quality.  The
increase in the allowance for credit losses as a percentage of outstanding loans
reflects  recent  increases  in the  level  of net  charge-offs  experienced  in
late-1999 and increases in classified loans.

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 decreased by $4,000 during the three months ended March
31, 2000, as compared to the same period in 1999.  Fees and service charges were
$103,000 for the three months ended March 31, 2000,  as compared to $107,000 for
the  comparable  periods in 1999,  a decrease of 3.7%.  A decline in NSF fees of
approximately $5,000 accounted for this decrease.

Noninterest Expense.  Total noninterest expense increased by $166,000, or 22.3%,
during the three months ended March 31, 2000,  as compared to the same period in
1999,  as a result of Citrus'  continued  growth.  For the first three months in
2000,  this  increase  included an increase  in salary and  benefits  expense of
$84,000,.  or 21.7%, as Citrus provided normal salary and benefit  increases and
employed  additional  employees  to  service  its new loan  production  offices.
Occupancy-related  expenses  increased  $35,000,  or 24.8%,  in the first  three
months of 2000 as compared with the same period in 1999,  principally due to the
new loan production offices started in 1999.  Increases in professional fees and
operating costs associated with the new loan production  offices  contributed to
the rise in other  operating  expenses of $47,000,  or 21.8%, in the first three
months of 2000 versus 1999.
                                     - 17 -
<PAGE>

Income Tax Expense

The income tax  provision was $33,000 for the three months March 31, 2000, or an
effective  rate of 36.7%.  This compares with an effective rate of 37.8% for the
same period in 1999.

                               Financial Condition

Citrus' total assets at March 31, 2000, were $90.9 million,  an increase of $2.8
million from $88.1  million at December  31,  1999.  Increases in total loans of
$3.5  million were offset by declines in cash and cash  equivalents  of $709,000
since December 31, 1999.  Deposits increased  approximately  $2.7 million,  with
higher  costing  certificates  of  deposit  contributing  $3.1  million in total
increases.

Total  stockholders'  equity as of March 31, 2000, was $8.6 million, an increase
of $277,000,  or approximately 3.3%, compared with stockholders'  equity of $8.4
million as of December 31, 1999.  This increase was  attributable  to net income
for the three months of 2000 of $57,000 and $233,000 in additional  capital from
the exercise of the warrants,  partially  offset by a decrease of $13,000 in the
market  value  (net  of  deferred   income  taxes)  of   investment   securities
available-for-sale.

The following  table shows selected ratios for the periods ended or at the dates
indicated (annualized for the three months ended March 31, 2000):
<TABLE>
<CAPTION>

                                                                     Three Months Ended    Year Ended
                                                                          March 31,        December 31,
                                                                            2000              1999
                                                                         ----------        ----------
<S>                                                                         <C>              <C>
Return on average assets                                                    0.26%            -0.33%
Return on average equity                                                    2.68%            -4.09%
Interest-rate spread during the period                                      3.90%             4.10%
Net interest margin                                                         4.80%             4.70%
Allowance for credit losses to period end loans held for investment         0.62%             0.59%
Net charge-offs to average loans held for investment                        0.15%             1.26%
Nonperforming assets to period end loans held for investment
    and foreclosed property                                                 0.62%             0.68%
Nonperforming assets to period end total assets                             0.50%             0.52%
</TABLE>

                         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 and securities  purchased under  agreements to resell and  interest-bearing
deposits, averaged $4.6 million in the first three months of 2000 as compared to
$8.7  million in the same period of 1999.  At March 31,  2000,  and December 31,
1999,   short-term   investments   totaled  $3.3   million  and  $3.6   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.
                                     - 18 -
<PAGE>

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 $72.4 million at March 31,
2000,  and $69.3  million at December 31, 1999.  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 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 $10,000,000. 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, 2000, 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                  2000                  1999
-------------       -------------                  ----                  ----
   <S>                 <C>                        <C>                   <C>

   2003                5.76%                      $ 154                 $ 167
                                                  =====                 =====
</TABLE>


During the first quarter of 2000, Citrus repaid other borrowings of $70,000 from
Central Illinois Bank under its revolving line of credit agreement in the amount
of $500,000.

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, 2000, 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)      $8,542    11.75%    $5,818    8.00%    $7,272   10.00%
Tier I Capital (to Risk-Weighted Assets)     $8,092    11.13%    $2,909    4.00%    $4,363    6.00%
Tier I Capital (to Average Assets)           $8,092     9.22%    $3,511    4.00%    $4,389    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>


                                     - 19 -
<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.

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

                         b) Reports on Form 8-K.
                            --------------------
                            None.

































                                     - 20 -
<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 10, 2000            /s/ Josh C. Cox, Jr.
          ------------            --------------------
                                  Josh C. Cox, Jr.
                                  President and Chief Executive Officer



Date:     May 10, 2000            /s/ Randy J. Riley
          ------------            ------------------
                                  Randy J. Riley
                                  Senior Vice President and Credit Administrator



































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