SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                                QUARTERLY REPORT


                       Pursuant to Section 13 or 15 (d) of
                       The Securities Exchange Act of 1934


For the Quarter Ended: June 30, 2002    Commission File Number:  0-18392
---------------------

                                Ameriana Bancorp

Indiana                                                 35-1782688
-------------------------------                 --------------------------------
(State or other jurisdiction of                 (I.R.S. employer identification
incorporation or organization)                   number)


2118 Bundy Avenue, New Castle, Indiana                       47362-1048
----------------------------------------                     ----------
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, include area code  (765) 529-2230
                                                  --------------


                     Common Stock, par value $1.00 per share
                     ---------------------------------------
                                (Title of Class)


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  XX     NO
                                                 --        --

As of August 14, 2002, there were issued and outstanding 3,147,463 shares of the
registrant's common stock.
<PAGE>

AMERIANA BANCORP AND SUBSIDIARIES



                                    CONTENTS


PART I  -  FINANCIAL INFORMATION                                        Page No.
                                                                        --------
     ITEM 1 - Financial statements

              Consolidated Condensed Balance Sheets
              as of June 30, 2002 and December 31, 2001 . .. . . . . . .  3

              Consolidated Condensed Statements of Operations for
              the Three and Six Months Ended
              June 30, 2002 and 2001 . . . . . . . . . . . . . . . . . .  4

              Consolidated Condensed Statements of Shareholders'
              Equity for the six months ended June 30, 2002 . .  . . . .  5

              Consolidated Condensed Statements of Cash Flows
              for the Six Months Ended June 30, 2002 and 2001. . . . . .  6

              Notes to Consolidated Condensed Financial
              Statements . . . . . . . . . . . . . . . . . . . . . . . .  7

     ITEM 2 - Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations . . . . . . . . . . . . . . . . . . . . . . . .  9


     ITEM 3 - Quantitative and Qualitative Disclosure
                    About Interest Rate Risk . . . . . . . . . . . . . . 15


PART II  -  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . 18

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

                                                                               2

<PAGE>
PART I  -  FINANCIAL INFORMATION

                         AMERIANA BANCORP AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                         June 30,    December 31,
                                                           2002         2001
                                                      (Unaudited)
                                                      ------------   -----------
<S>                                                    <C>          <C>
Assets
  Cash on hand and in other institutions               $   7,733    $   7,540
  Interest-bearing demand deposits                        10,791        4,283
                                                       ---------    ---------
      Cash and cash equivalents                           18,524       11,823

  Investment securities held for sale                    111,593      140,629

  Mortgage loans held for sale                               598        5,290
  Loans receivable                                       342,688      352,113
  Allowance for loan losses                               (3,062)      (1,730)
                                                       ---------    ---------

      Net loans receivable                               339,626      350,383
  Real estate owned                                          138          586
  Premises and equipment                                   7,438        6,919
  Stock in Federal Home Loan Bank                          7,400        7,365
  Mortgage servicing rights                                1,121        1,012
  Investments in unconsolidated affiliates                 1,349          825
  Goodwill                                                 1,494        1,511
  Cash surrender value of life insurance                  18,449       18,035
  Other assets                                             3,801        7,697
                                                       ---------    ---------

          Total assets                                 $ 511,531    $ 552,075
                                                       =========    =========

Liabilities and Shareholders' Equity

Liabilities:
  Deposits:
         Noninterest-bearing                           $  21,328    $  24,257
         Interest-bearing                                386,903      388,156
                                                       ---------    ---------

            Total deposits                               408,231      412,413
  Advances from Federal Home Loan Bank                    54,763       87,653
  Notes payable                                              840          930
  Drafts payable                                           3,349        6,092
  Advances by borrowers for taxes and insurance              275          662
  Other liabilities                                        2,677        1,430
                                                       ---------    ---------

          Total liabilities                              470,135      509,180

Commitments and Contingent Liabilities

Shareholders' equity:
  Preferred stock (5,000,000 shares authorized;
      none issued)                                          --           --
  Common stock ($1.00 par value; authorized
       15,000,000 shares; issued shares:
       3,147,463 and 3,146,616, respectively)              3,147        3,147
  Additional paid-in capital                                 499          499
  Retained earnings                                       37,489       39,945
  Accumulated other comprehensive income                     261         (696)
                                                       ---------    ---------

          Total shareholders' equity                      41,396       42,895
                                                       ---------    ---------

          Total liabilities and shareholders' equity   $ 511,531    $ 552,075
                                                       =========    =========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
                                                                               3
<PAGE>

                         AMERIANA BANCORP AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                        (In thousands, except share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   Three Months Ended      Six Months Ended
                                                                        June 30,              June 30,
                                                                 -------------------------------------------
                                                                   2002       2001        2002        2001
                                                                 --------   --------    --------    --------
<S>                                                              <C>        <C>         <C>         <C>
Interest Income:
   Interest and fees on loans                                    $  6,250   $  7,526    $ 12,505    $ 15,543
   Interest on mortgage-backed securities                             529        189       2,273         407
   Interest on investment securities                                  299      1,330         702       2,826
   Other interest and dividend income                                 398        192         588         388
                                                                 --------   --------    --------    --------

      Total interest income                                         7,476      9,237      16,068      19,164

Interest Expense:
   Interest on deposits                                             3,805      4,885       7,911       9,576
   Interest on FHLB advances and other borrowings                     970      1,358       2,108       3,286
                                                                 --------   --------    --------    --------

      Total interest expense                                        4,775      6,243      10,019      12,862
                                                                 --------   --------    --------    --------

Net interest income                                                 2,701      2,994       6,049       6,302

Provision for Loan Losses                                             150         90       1,400         180
                                                                 --------   --------    --------    --------

Net interest income after provision for loan losses                 2,551      2,904       4,649       6,122

Other Income:
   Net loan servicing fees                                             39         52          85         109
   Other fees and service charges                                     218        223         413         429
   Brokerage and insurance commissions                                265        248         533         508
   Net gain (loss) on investments in unconsolidated affiliates         48        (52)         (2)        (88)
   Gains on sales of loans and servicing rights                       217        153         451         228
   Loss on sale of investments                                       --         --        (3,212)       --
   Increase in cash surrender value of life insurance                 234        202         414         497
   Other                                                              166         44         228          88
                                                                 --------   --------    --------    --------

      Total other income                                            1,187        870      (1,090)      1,771

Other Expense:
   Salaries and employee benefits                                   1,753      1,608       3,862       3,177
   Net occupancy and equipment expense                                410        347         798         707
   Federal insurance premium                                           18         17          36          35
   Data processing expense                                             96         67         216         136
   Printing and office supplies                                        66         76         141         164
   Amortization of intangible assets                                    9         44          17          88
   Other                                                              704        553       1,209       1,055
                                                                 --------   --------    --------    --------

      Total other expense                                           3,056      2,712       6,279       5,362
                                                                 --------   --------    --------    --------

Income (loss) before income taxes                                     682      1,062      (2,720)      2,531

Income taxes                                                           82        282      (1,270)        697
                                                                 --------   --------    --------    --------

Net Income (Loss)                                                $    600   $    780    $ (1,450)   $  1,834
                                                                 ========   ========    ========    ========

Basic Earnings (Loss) Per Share                                  $   0.19   $   0.25    $  (0.46)   $   0.58
                                                                 ========   ========    ========    ========

Diluted Earnings (Loss) Per Share                                $   0.19   $   0.25    $  (0.46)   $   0.58
                                                                 ========   ========    ========    ========

Dividends Declared Per Share                                     $   0.16   $   0.15    $   0.32    $   0.30
                                                                 ========   ========    ========    ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
                                                                               4
<PAGE>
                         AMERIANA BANCORP AND SUBSIDIARY
            CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (In thousands)
                                   (Unaudited)

                                                                  2002
                                                                --------

Balances, January 1                                             $ 42,895

Net loss
                                                                  (1,450)
Other comprehensive income                                           958
                                                               ---------
     Comprehensive loss
                                                                    (492)

Dividends declared
                                                                  (1,007)
                                                               ---------

Balances, June 30                                              $  41,396
                                                               =========

                                                                               5

See accompanying notes to consolidated condensed financial statements.
<PAGE>

                         AMERIANA BANCORP AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       Six Months Ended June 30,
                                                                       ------------------------
                                                                          2002         2001
                                                                       ---------    ---------
<S>                                                                    <C>          <C>
OPERATING ACTIVITIES
Net income (loss)                                                      $  (1,450)   $   1,833
Items not requiring cash:
    Provisions for losses on loans                                         1,400          180
    Depreciation                                                             304          304
    Accretion/Amortization of securities (net)                                34          163
    Equity in (income) loss of unconsolidated subsidiaries                    (2)          89
    Mortgage servicing rights amortization                                    85           87
    Goodwill amortization                                                     17           88
    Losses (gains) on sales of real estate owned                             (48)           1
    Loss on sale of investments                                            3,212         --
    Increase in cash surrender value of life insurance                      (414)        (497)
    Mortgage loans originated for sale                                   (30,659)     (27,679)
    Proceeds from sales of mortgage loans                                 35,608       26,189
    Gains on sales of loans and servicing rights                            (451)        (228)
    Change in:                                                              --           --
      Other assets                                                         3,719          580
      Drafts payable                                                      (2,743)         (19)
      Other liabilities                                                      232         (494)
                                                                       ---------    ---------

       Net cash provided by operating activities                           8,844          597

INVESTING ACTIVITIES
  Proceeds from calls of securities held to maturity                        --         21,155
  Principal collected on mortgage-backed securities held to maturity        --          1,562
  Purchase of investment securities available for sale                  (130,901)        --
  Sale of investment securities available for sale                       133,429         --
  Proceeds from maturity of securities available for sale                  6,350         --
  Principal collected on securities available for sale                    18,497         --
  Net change in loans                                                      9,425       24,338
  Proceeds from sale of real estate owned                                    605          147
  Net purchases of premises and equipment                                   (823)         (93)
  Purchase of Federal Home Loan Bank stock                                   (35)         (52)
  Other investing activities                                                (522)          (4)
                                                                       ---------    ---------

       Net cash provided by investing activities                          36,025       47,053

FINANCING ACTIVITIES
  Net change in demand and passbook deposits                              (2,929)      (3,864)
  Net change in certificates of deposit                                   (1,253)      18,937
  Advances from Federal Home Loan Bank                                    20,812       17,500
  Repayment of Federal Home Loan Bank advances                           (53,702)     (82,398)
  Repayment of notes payable                                                 (90)        (690)
  Cash dividends paid                                                     (1,006)        (944)
                                                                       ---------    ---------

       Net cash used by financing activities                             (38,168)     (51,459)
                                                                       ---------    ---------

Change in cash and cash equivalents                                        6,701       (3,809)

Cash and cash equivalents at beginning of period                          11,823       19,031
                                                                       ---------    ---------

Cash and cash equivalents at end of period                             $  18,524    $  15,222
                                                                       =========    =========

Supplemental information:
  Interest paid                                                        $   7,988    $  12,884
  Income taxes paid                                                          290          100
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                                                               6
<PAGE>

AMERIANA BANCORP AND SUBSIDIARIES


NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(Table dollar amounts in thousands, except share data)

NOTE A - - BASIS OF PRESENTATION

     Ameriana Bancorp (the "Company") was incorporated under Indiana law for the
purpose of becoming the holding  company for Ameriana Bank and Trust of Indiana.
In 1990,  the Company  acquired all of Ameriana Bank and Trust of Indiana common
stock in connection  with its  reorganization  into the holding  company form of
ownership.  In 1992, the Company acquired Ameriana Bank of Ohio, F.S.B. ("ABO").
ABO was merged into  Ameriana Bank and Trust of Indiana in October 2000. On June
29, 2001,  Ameriana Bank and Trust of Indiana  converted from a Federal  Savings
Bank to an Indiana Chartered State Savings Bank and changed its name to Ameriana
Bank and Trust, SB ("ABT"). At the same time, the Company  contributed  Ameriana
Insurance  Agency,  Inc. ("AIA") to ABT. AIA operates a general insurance agency
in three  locations.  ABT has a brokerage  operation  through  its wholly  owned
subsidiary Ameriana Financial Services, Inc., which also owns a partial interest
in a life insurance company and a title insurance  company.  The title insurance
company, Indiana Title Insurance Company, LLC, was acquired in the first quarter
of 2002.  In 1995,  the  Company  purchased  a  minority  interest  in a limited
partnership  organized  to acquire  and manage real  estate  investments,  which
qualify for federal tax credits.

The unaudited  interim  consolidated  condensed  financial  statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include  all  information  and  disclosures   required  by  generally   accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  the financial statements reflect all adjustments (comprised only of
normal  recurring  adjustments  and  accruals)  necessary to present  fairly the
Company's  financial  position  and results of  operations  and cash flows.  The
results  of  operations  for the period are not  necessarily  indicative  of the
results to be expected in the full year. A summary of the Company's  significant
accounting  policies is set forth in Note 1 of Notes to  Consolidated  Financial
Statements  in the  Company's  annual  report  on Form  10-K for the year  ended
December 31, 2001.

The consolidated  condensed balance sheet of the Company as of December 31, 2001
has been derived from the audited  consolidated  balance sheet of the Company as
of  that  date.  Reclassifications  of  certain  amounts  in  2001  consolidated
financial statements have been made to conform to the 2002 presentations.

                                                                               7
<PAGE>

NOTE B - - SHAREHOLDERS' EQUITY

On May 23, 2002,  the Board of Directors  declared a quarterly  cash dividend of
$.16 per share.  This dividend,  totaling  $503,594,  was accrued for payment to
shareholders  of record on June 14,  2002,  and was paid on July 5, 2002.  Total
year-to-date  dividends  declared are $1,007,188.  Payment was made to 3,147,463
shareholders, the same as at March 31, 2002. Stock options totaling 9,713 shares
were  exercised  during the first  quarter of 2002 with 8,866 shares  retired as
part of the same transaction.

The Company's net income decreased  $180,000 or 23.08%, to $600,000 ($0.19 basic
and diluted earnings per share) for the quarter ended June 30, 2002, compared to
net income of $780,000 ($0.25 basic and diluted earnings per share) for the same
period in 2001. The year-to-date net income decreased $3,284,000 or 179.06%, for
a loss of $1,450,000  ($0.46 loss per basic and diluted  earnings per share) for
the six months ended June 30, 2002,  compared to net income of $1,834,000 ($0.58
basic and diluted earnings per share) for the same period in 2001.

Earnings per share were computed as follows:
<TABLE>
<CAPTION>
                                                                (In thousands, except share data)
                                                                   Three Months Ended June 30,
                                                                   ---------------------------
                                                      2002                                           2001
-----------------------------------------------------------------------------------------------------------------------
                                      Income      Weighted Average  Per Share    Income   Weighted Average  Per Share
                                                       Shares         Amount                   Shares         Amount
-----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>               <C>         <C>       <C>                <C>
Basic Earnings per Share:
   Income available to
   Common shareholders                $600          3,147,463         $0.19       $780      3,146,616          $0.25
Effect of dilutive stock options        --              7,930                       --            264
-----------------------------------------------------------------------------------------------------------------------
Diluted Earnings Per Share:
   Income available to
    common shareholders and
    assumed conversions               $600          3,155,393      $0.19           $780     3,146,880          $0.25
-----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                     Six Months Ended June 30,
                                                                     -------------------------
                                                       2002                                          2001
-----------------------------------------------------------------------------------------------------------------------
                                    Income (Loss)  Weighted Average  Per Share   Income   Weighted Average  Per Share
                                                        Shares         Amount                  Shares         Amount
-----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>               <C>         <C>       <C>                <C>
Basic Earnings (Loss) per Share:
   Income available to
   Common shareholders                ($1,450)          3,146,616    ($0.46)     $1,834     3,146,616         $0.58
Effect of dilutive stock options            --              6,585                    --           210
-----------------------------------------------------------------------------------------------------------------------
Diluted Earnings (Loss) Per Share:
   Income available to
    common shareholders and
    assumed conversions               ($1,450)          3,153,201    ($0.46)     $1,834     3,146,826        $0.58
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

At June 30, 2002 there were options on 207,537 shares that could dilute earnings
per share in the  future  which  were not  included  in the  above  computations
because they were antidilutive.

                                                                               8
<PAGE>

AMERIANA BANCORP AND SUBSIDIARIES


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS


General
-------

This Quarterly Report on Form 10-Q ("Form 10-Q") may contain  statements,  which
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
places in this Form 10-Q and include  statements  regarding the intent,  belief,
outlook,  estimate or  expectations  of the Company  primarily  with  respect to
future events and future  financial  performance.  Readers of this Form 10-Q are
cautioned that any such forward looking  statements are not guarantees of future
events or  performance  and  involve  risks and  uncertainties,  and that actual
results may differ materially from those in the forward looking  statements as a
result of various factors. The accompanying  information  contained in this Form
10-Q  identifies  important  factors  that could cause such  differences.  These
factors include  changes in interest rates;  loss of deposits and loan demand to
other financial institutions;  substantial changes in financial markets; changes
in real estate values and the real estate market or regulatory changes.

The largest  components  of the Company's  total revenue and total  expenses are
interest income and interest expense, respectively.  Consequently, the Company's
earnings are primarily dependent on its net interest income, which is determined
by (i) the  difference  between  rates of  interest  earned on  interest-earning
assets and rates paid on interest-bearing  liabilities ("interest rate spread"),
and (ii) the relative amounts of  interest-earning  assets and  interest-bearing
liabilities.  Levels of other income and operating  expenses also  significantly
affect net income.

Management  believes that interest rate risk, i. e., the  sensitivity  of income
and  net  asset  values  to  changes  in  interest  rates,  is one  of the  most
significant  determinants of the Company's  ability to generate future earnings.
Accordingly,  the Company has implemented a long-range plan intended to minimize
the effect of changes in interest rates on  operations.  The asset and liability
management  policies of the Company are  designed  to  stabilize  long-term  net
interest income by managing the repricing  terms,  rates and relative amounts of
interest-earning assets and interest-bearing liabilities.

On March 19,  2002,  the Company  announced  that it had changed the  accounting
classification  for  its  investment   portfolio  from  "Held  to  Maturity"  to
"Available  for  Sale",  effective  as of  December  31,  2001.  The  change  in
accounting stems from the Company's  review of its investment  portfolio and the
determination that recent deterioration in the markets has fundamentally changed
the interest rate risk  characteristics  of these  investments and increased the
Company's exposure to volatility in future interest income.

The Company's  investment  portfolio  totaled  approximately  $142 million as of
December 31, 2001. Since the change in  classification  for these investments as
"Available for Sale" was effective as of December 31, 2001, the Company  reduced
shareholders'  equity by the difference between fair value and book value on its
investment  portfolio as of that date,  net of tax. The amount of this charge to
shareholders'  equity  was  approximately  $700,000,  or a  $0.22  reduction  in
year-end book value per share.  The Company's total  shareholders'  equity as of
December 31, 2001,  adjusted for this unrealized  depreciation of its "Available
for Sale" investment  portfolio at that date, was  approximately  $42.9 million,
representing  a book value of $13.63 per share.  Total  assets at year-end  2001
stood at $552 million,  including almost $350 million in traditional residential
mortgages and consumer or commercial loans.

                                                                               9
<PAGE>
Critical Accounting Policies
----------------------------

The notes to the  consolidated  financial  statements  contain a summary  of the
Company's  significant  accounting  policies  presented in the annual report for
fiscal year 2001.  Certain of these  policies are  important to the portrayal of
the  Company's  financial  condition,  since  they  require  management  to make
difficult,  complex or subjective judgments, some of which may relate to matters
that are inherently uncertain. Management believes that it's critical accounting
policies  include  determining  the allowance for loan losses  ("ALL"),  and the
valuation of mortgage servicing rights, ("MSR's").

Allowance for Loan Losses
-------------------------

The ALL is a significant estimate that can and does change based on Management's
assumptions about specific  borrowers and applicable  economic and environmental
conditions,  among other factors.  Management reviews the adequacy of the ALL on
at least a quarterly basis.  This review is based on four  components:  specific
identified risks or anticipated  losses in individual loans, a percentage factor
based on the type of loan and the risk rating assigned to the credit,  growth or
shrinkage in the overall portfolio and managements' analysis of overall economic
conditions  such as employment,  bankruptcy  trends,  property value changes and
change in delinquency levels.

Credits  are  evaluated  individually  based on  degree  of  delinquency  and/or
identified  risk ratings of special mention or worse.  Credits with  delinquency
levels of less  than 60 days and risk  ratings  of  satisfactory  or better  are
reviewed in the aggregate.  Percentage factors applied to individual credits are
based on risk rating,  the type of credit and estimated  potential losses in the
event  liquidation  becomes  necessary.  Percentage  factors  applied  to  loans
reviewed in the  aggregate  are based solely on the type of credit.  Anticipated
losses on other real estate owned are recognized  immediately upon recording the
asset.

The ALL may also  include  a  component  based on  management's  assumptions  of
changes  in risk in  non-qualified  areas  such as market  conditions,  property
values, employment conditions and perceived changes in overall portfolio quality
due to changes in  concentration,  underwriting  changes and both  national  and
regional trends.

External  factors  such as  increases  in  unemployment,  regional  softness  in
property  values,   increasing   national   numbers  in  bankruptcy,   unsecured
delinquency and charge-offs and internal factors such as the continuing increase
in the  commercial  real estate loan  portfolio  may result in larger  losses in
current economic conditions.

Changes in  concentration,  delinquency and portfolio are addressed  through the
variation in percentages  used in  calculating  the reserve for various types of
credit as well as individual review of "high risk" credits and large loans.

Valuation of Mortgage Servicing Rights
--------------------------------------

The Company recognizes the rights to service mortgage loans as a separate asset.
MSR's on originated  loans are  capitalized  by estimating the fair value of the
streams of net servicing revenues that will occur over the estimated life of the
servicing agreement.  MSR's are subsequently carried at the lower of the initial
carrying value,  adjusted for amortization,  or fair value.  MSR's are evaluated
for impairment  based on the fair value of those rights.  Capitalized  servicing
rights,  which  include  purchased  servicing  rights,  are  amortized  over the
estimated  period of net  servicing  revenue.  It is unlikely  that the economic
factors  will  change  over  the  life  of the  MSR's,  resulting  in  different
valuations  of the MSR's.  The  differing  valuations  would affect the carrying
value of the MSR's on the balance sheet as well as the income recorded from loan
servicing  in the income  statement.  As of June 30, 2002 and December 31, 2001,
MSR's had carrying values of $1,121,000 and $1,012,000 respectively.

                                                                              10
<PAGE>

RESULTS OF OPERATIONS
---------------------

For the first six  months of 2002,  the  Company  incurred  a net loss  totaling
$1,450,000 or $0.46 per diluted share  compared with net income of $1,834,000 or
$0.58 per diluted share in the year-earlier  period. This loss largely reflected
charges in the first  quarter  of the year  related  to the  liquidation  of its
investment  portfolio and the increase in reserves for loan losses. Net interest
income  for the  first  six  months  was  $6,049,000  versus  $6,302,000  in the
comparable  period last year,  while the provision  for loan losses  amounted to
$1,400,000 compared with $180,000 in the year-earlier period.

The Company  restructured its investments before the end of the first quarter of
2002. The loss on disposition of these securities was approximately  $3,212,000,
or  approximately  $1,900,000  after tax or $0.61 per  diluted  share.  However,
consistent with accounting  principles for "Available for Sale" securities,  the
Company will record the after-tax  difference  between fair value and book value
on its  remaining  investment  portfolio as a charge or credit to  shareholders'
equity  each  quarter.  Because of the  liquidation  of most of its  investments
during the first  quarter of 2002 and the current  market value of its remaining
investment portfolio, the reduction in equity recorded at December 31, 2001, was
largely  reversed in the first quarter of 2002.  The funds from the  investments
liquidation were  subsequently  reinvested in instruments that are thought to be
less  interest-rate  sensitive,  or were  used to pay  down a  portion  of funds
borrowed from the Federal Home Loan Bank.

During the first six months of 2002,  loan production  increased  $11,997,000 or
15.61%  compared to the first six months of 2001 for a total  year-to-date  loan
production  of  $88,868,000.  Mortgage  loan  production,  which  accounted  for
$6,669,000  of the  increase in loan  production,  consisted of fixed rate loans
that are normally sold to the secondary market.  Loans sold during the first six
months of 2002 were  $35,351,000  compared to $26,064,000  sold in the first six
months of the prior year. The total  outstanding  loans decreased  $9,425,000 or
2.68%  during  the  first six  months to  $342,688,000  at June 30,  2002,  from
$352,113,000 at December 31, 2001. The mortgage loans held for sale decreased to
$598,000 at June 30, 2002, from $5,290,000 at December 31, 2001. See comments in
other income section for detail of gains on loans sold.

The net interest spread (difference between yield on interest-earning assets and
cost on  interest-bearing  liabilities)  decreased  25 basis  points  during the
second  quarter 2002 compared to the second quarter 2001. The change is due to a
decrease in yield of 1.58% on average  interest-earning assets offset by a 1.33%
reduction in the cost of  interest-bearing  average  liabilities.  The Company's
decrease in the net interest  spread for the second quarter was due primarily to
lower  interest  income  from  investments  following  the  liquidation  of  its
investment  portfolio and the delay involved in reinvesting  those proceeds into
less interest-rate sensitive investments. The redeployment of those proceeds was
delayed  due to the  Company's  desire to invest  cautiously  so as to avoid any
unnecessary exposure to rising interest rates, and to minimize the volatility in
future interest income.  The net interest spread decreased 8 basis points during
the first six months of 2002 compared to the same period in 2001.  Overall,  the
change in yields and cost of funds for 2002 is the result of general  reductions
in interest  rates during 2001.

                                                                              11
<PAGE>
The following table summarizes the Company's average net interest-earning assets
and average interest-bearing liabilities with the accompanying average rates for
the second quarter and first six months of 2002 and 2001:
<TABLE>
<CAPTION>
                                                                  (Dollars in Thousands)
                                                                  ----------------------
                                              Three Months Ended June 30,        Six Months Ended June 30,
                                        -----------------------------------    -----------------------------
                                               2002                2001              2002              2001
<S>                                          <C>                 <C>             <C>               <C>
Interest-earning assets                      $490,277            $481,182        $ 497,958         $492,634
Interest-bearing liabilities                  457,273             453,230        $ 464,784         $463,179
                                        ----------------------------------     -----------------------------

   Net interest-earning assets               $ 33,004            $ 27,952          $33,174         $ 29,455
                                        ==================================     =============================

Average yield on/cost of:
   Interest-earning assets                      6.12%               7.70%            6.51%            7.84%
   Interest-bearing liabilities                 4.19%               5.52%            4.35%            5.60%
                                        ==================================     =============================

      Net interest spread                       1.93%               2.18%            2.16%            2.24%
                                        ==================================     =============================
</TABLE>

Net interest income for the second quarter of 2002 was $2,701,000 for a decrease
of $293,000 or 9.79% compared to $2,994,000 recorded during the first quarter of
2001.  This decrease is due to lower interest income  partially  offset by lower
interest  expense.  The  $1,760,000  decrease  in  interest  income  on  average
interest-earning assets is a combination of an increase of $2,382,000 because of
the increase in higher average  balances less $4,142,000 due to lower rates. The
decrease of $1,467,000 in cost of interest-bearing  liabilities is a combination
of an increase of $1,357,000  from higher average  balances less $2,824,000 from
lower rates. The net interest margin ratio, which is net interest income divided
by  average  earning  assets,  decreased  to 2.21% for the second  quarter  2002
compared to 2.50% for the second quarter of 2001.

Net  interest  income  for the first six  months  of 2002 was  $6,049,000  for a
decrease of $253,000 or 4.01%  compared to $6,302,000  recorded  during the same
period in 2001. This decrease is due to lower interest income  partially  offset
by lower interest expense. The $3,097,000 decrease in interest income on average
interest-earning assets is a combination of an increase of $1,134,000 because of
the increase in higher average  balances less $4,231,000 due to lower rates. The
decrease of $2,844,000 in cost of interest-bearing  liabilities is a combination
of an increase of $1,077,000  from higher average  balances less $3,921,000 from
lower rates. The net interest margin ratio, which is net interest income divided
by average earning  assets,  decreased to 2.45% for the first six months of 2002
compared to 2.58% for the same period in 2001.

The following table sets forth the details of the rate and volume change for the
three and six months ended June 30 2002 compared to the same period in 2001.
<TABLE>
<CAPTION>
                                                          (Dollars in Thousands)
                                                          ----------------------
                                       Three Months Ended June 30,         Six Months Ended June 30,
                                            2002 vs 2001                         2002 vs 2001
                                   --------------------------------    --------------------------------
                                          Increase (Decrease)                  Increase (Decrease)
                                           Due to Change in                     Due to Change in
                                   --------------------------------    --------------------------------
                                    Volume     Rate      Net Change     Volume      Rate     Net Change
                                   -------    -------    ----------    -------    -------    ----------
<S>                                <C>        <C>        <C>           <C>        <C>         <C>
Interest Income:
   Loans                           $  (689)   $  (587)   $(1,276)      $(1,593)   $(1,445)    $(3,038)
   Other interest-earning assets     3,071     (3,555)      (484)        2,727     (2,786)        (59)
                                   -------    -------    -------       -------    -------     -------
   Total interest-earning assets     2,382     (4,142)    (1,760)        1,134     (4,231)     (3,097)
                                   -------    -------    -------       -------    -------     -------
Interest Expense:
   Deposits                          1,659     (2,739)    (1,080)        2,080     (3,745)     (1,665)
   FHLB advance and other loans       (302)       (85)      (387)       (1,003)      (176)     (1,179)
                                   -------    -------    -------       -------    -------     -------
   Total interest-bearing            1,357     (2,824)    (1,467)        1,077     (3,921)     (2,844)
    liabilities
Change in net interest income      $ 1,025    $(1,318)   $  (293)      $    57    $  (310)    $  (253)
                                   =======    =======    =======       =======    =======     =======
</TABLE>
                                                                              12

<PAGE>

The following table summarizes the Company's non-performing assets at:

<TABLE>
<CAPTION>
                                                 June 30,         December 31,
                                                   2002               2001
                                                --------          ------------
<S>                                             <C>                 <C>
Loans:
Non-accrual                                     $ 10,236            $ 2,178
Restructured Loans                                     -                  -

Over 90 days delinquent                              760                395
Real estate owned                                    138                125
                                                --------            -------

Total                                           $ 11,134            $ 2,698
                                                ========            =======
</TABLE>


The Company's  non-performing  assets  decreased  $29,000 in the second  quarter
2002,  and  increased  $8,436,000  year  to  date.  Because  of  this,  and as a
precautionary  move  reflecting  recent  weakness  in the general  economy,  the
Company  strengthened its reserve for loan losses by $1,250,000 during the first
quarter 2002 and an overall  increase of  $1,400,000  year-to-date.  The Company
took this action even though none of the  underlying  loans or leases related to
the additional charge have been written off.

The increase in non-performing loans as of June 30, 2002 is primarily due to one
commercial  real estate loan with an  outstanding  balance of $2,233,000 and one
lease receivables pool with an outstanding balance of $5,598,482.

The commercial loan is for a condominium project in Bloomington,  Indiana and is
collateralized  both by the subject real estate and personal  guarantees  of the
borrowers.

In June and September  2001,  the Company  purchased two separate pools of lease
receivables totaling $12,003,000, consisting primarily of equipment leases. Each
lease  within  each pool  includes a surety bond by one or two  insurers,  which
guarantees payment of all amounts due under the lease in event of default by the
lessee.  Additionally,  each pool of leases is  covered  by a sales and  service
agreement  with the  insurer.  The surety on one pool of leases has been  making
lease  payments,  with  reservation  of rights,  to the  investors  as the lease
payments become due under the surety agreement.  The outstanding balance due the
Company  at June 30,  2002 on this lease pool  totaled $  5,389,839.  The second
lease pool is past due since January 20, 2002. At June 30, 2002, the outstanding
balance of this pool totaled  $5,598,482.  The Company believes the surety bonds
on all of the leases provided adequate collateral in the event individual leases
default.  However,  the Company has filed suit  against the surety bond  company
responsible  for the past due lease  receivable.  Subsequent to filing its suit,
the Bank was served in a declaratory judgment action filed by the surety company
in a  California  federal  court  seeking a  declaration  that the surety is not
liable on the lease bonds due to fraud  committed  by the leasing  company.  The
Bank's suit has been removed to federal court and transferred to California. The
federal  multi-district   litigation  panel  has  now  assumed  control  of  the
litigation. The Bank has been advised that the surety on the other pool has also
filed for a  declaration  that it is not  liable on its lease  bonds.  The Bank,
however, has not been served in this suit.

The total  provision for loan losses was $150,000  during the second  quarter of
2002 compared to $90,000 during the same period in 2001.  First quarter 2002 had
net  charge-offs  (charge-offs  less  recoveries)  of  $47,000  compared  to net
charge-offs of $11,000 for the second quarter 2001.

The total  provision for loan losses was $1,400,000  during the first six months
of 2002  compared  to  $180,000  during the same  period in 2001.  The first six
months of 2002 had net  charge-offs  of $68,000  compared to net  charge-offs of
$6,000 for the same period in 2001.

                                                                              13
<PAGE>

Management  believes  the  allowance  for  loan  losses  is  adequate  and  that
sufficient provision has been provided to absorb any losses which may ultimately
be incurred on  non-performing  loans and the  remainder of the  portfolio.  The
allowance  for loan losses as a percentage  of loans was 0.89% and 0.49% at June
30, 2002 and December 31, 2001, respectively.

Total other income increased  $317,000 to $1,187,000 for the second quarter 2002
from  $870,000 in the same period  during  2001.  Total other  income  decreased
$2,861,000  for a loss of  $1,090,000  for the  first  six  months  of 2002 from
$1,771,000 in the same period during 2001. The main reason for the  year-to-date
decrease is the loss on the sale of  investment  securities in the first quarter
2002 of  $3,212,000.  Sales of loans to the secondary  market  increased and the
$217,000 gain on these sales and servicing rights in the second quarter 2002 was
up from $153,000 in 2001. Increase in the cash surrender value of life insurance
was up $32,000 for the second  quarter 2002  compared to the prior  period.  The
adjustments are necessary to reflect the cash surrender values for policies. Net
gain (loss) on investments in unconsolidated  affiliates  increased  $100,000 to
$48,000 in the second  quarter  compared to the prior period.  The main cause of
the increase was $40,000 in pre-tax  income earned from the  Company's  share of
ITIC, LLC's net income. ITIC, LLC was acquired in the first quarter 2002.

Total other expense increased $344,000, or 12.68%, in the second quarter 2002 to
$3,056,000  from  $2,712,000  for the same period in 2001.  Total other  expense
increased  $917,000,  or 17.10%,  for the first six months of 2002 to $6,279,000
from $5,362,000 for the same period in 2001.  Salary and benefits expense is the
main  reason for the  increases.  Salary  and  benefits  expense  for the second
quarter 2002 was up $145,000,  or 9.02%,  to $1,753,000  from  $1,608,000 in the
same period during 2001. Salary and benefits expense for the first six months of
2002 was up $685,000,  or 21.56%,  to  $3,862,000  from  $3,177,000  in the same
period  during  2001.  Severance  pay of  $289,350  in the first  quarter  2002,
increased  staffing,  merit  pay  adjustments,  and  pension  costs are the main
reasons for the increases.  Other factors that caused the increase in expense in
the second  quarter  were annual  meeting  expenses,  and higher audit and legal
expenses in the second quarter than the prior periods.

FINANCIAL CONDITION
-------------------

The Company's  principal  sources of funds are cash generated  from  operations,
deposits, loan principal repayments and advances from the Federal Home Loan Bank
("FHLB").  As of June 30, 2002,  the Company's  cash and  interest-bearing  time
deposits totaled $18,524,000,  or 3.62%, of total assets. The Company's cash and
interest-bearing time deposits increased 6,701,000 from December 31, 2001.

The  regulatory  minimum  net  worth  requirement  of 8% for ABT  under the most
stringent  of  the  three  capital  regulations  (total  risk-based  capital  to
risk-weighted  assets) at June 30,  2002,  was  $26,077,000.  At June 30,  2002,
Ameriana had total  risk-based  capital of $42,680,000  and a 13.09% ratio.  The
Company's  tier 1 capital ratio was 7.50% at June 30, 2002,  which  exceeded the
regulatory minimum required tier 1 capital ratio of 4.00%.

At June 30,  2002,  the  Company's  commitments  for  loans in  process  totaled
$25,611,000,  with the majority being for real estate secured loans.  Management
believes the  Company's  liquidity and other sources of funds will be sufficient
to fund all outstanding commitments and other cash needs.

                                                                              14
<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT INTEREST RATE RISK

The  Asset/Liability  Committee and the Board of Directors reviews the Company's
exposure to interest  rate  changes and market risk on a quarterly  basis.  This
review is accomplished by the use of a cash flow simulation model using detailed
securities,  loan and deposit,  and market information to estimate the potential
impact of interest  rate  increases  and  decreases  on the  earning  assets and
liabilities. The model tests the impact on the net interest income under various
interest rate scenarios by estimating the interest rate sensitivity  position at
each interest rate  interval.  The change in the net portfolio  value ("NPV") is
also  calculated at each interest  rate  interval.  This tests the interest rate
risk exposure from  movements in interest  rates by using  interest  sensitivity
analysis to determine the change in the NPV of discounted cash flows from assets
and liabilities.

NPV  represents  the  market  value  of  portfolio  equity  and is  equal to the
estimated   market  value  of  assets  minus  the  estimated   market  value  of
liabilities.  The model uses a number of  assumptions,  including  the  relative
levels of market  interest  rates and  prepayments in mortgage loans and certain
types of callable investments. These computations do not contemplate any actions
management may undertake to reposition the assets and liabilities in response to
changes in the interest  rate,  and should not be relied upon as  indicative  of
actual results. In addition,  certain  shortcomings are inherent in the model of
computing NPV.  Should  interest rates remain or decrease below present  levels,
the portion of  adjustable  rate loans could  decrease in future  periods due to
loan  refinancing or payoff  activity.  In the event of an interest rate change,
pre-payment levels would likely be different from those assumed in the model and
the ability of  borrowers  to repay  their  adjustable  rate loans may  decrease
during rising interest rate environments.

The model used to prepare the interest rate risk  assessment as of June 30, 2002
was a  different  model  from  the one  used as of June 30,  2001.  Both  models
provided very similar results and used similar  methodologies.  The contract for
the model used as of June 30, 2001 expired on June 1, 2002. Management opted not
to renew the contract in favor of using another model it already owned.

Presented  below is the assessment of the risk of NPV in the event of sudden and
sustained 200 basis point  increases and decreases in prevailing  interest rates
as of June 30, 2002 using the new model.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                       NPV as Percent of
                       Net Portfolio Value                           Present Value of Assets
-----------------------------------------------------------------------------------------------------
        Change        Dollar          Dollar          Percent
       in Rates       Amount          Change          Change         NPV Ratio        Change
-----------------------------------------------------------------------------------------------------
                                         (Dollars in thousands)
-----------------------------------------------------------------------------------------------------
<S>                  <C>           <C>                <C>              <C>           <C>
+200 bp*             $31,936       $ -11,331         -26.19%           6.49%        -198 bp*
Base or 0%            43,267                                           8.47
-200 bp*              42,711            -556          -1.29%           8.23          -24 bp*
-----------------------------------------------------------------------------------------------------
<FN>
* basis points
</FN>
</TABLE>

                                                                              15
<PAGE>
Presented  below is the assessment of the risk of NPV in the event of sudden and
sustained 200 basis point  increases and decreases in prevailing  interest rates
as of June 30, 2001 using the previous model.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                       NPV as Percent of
                       Net Portfolio Value                           Present Value of Assets
-----------------------------------------------------------------------------------------------------
        Change        Dollar          Dollar          Percent
       in Rates       Amount          Change          Change         NPV Ratio        Change
-----------------------------------------------------------------------------------------------------
                                         (Dollars in thousands)
-----------------------------------------------------------------------------------------------------
<S>                  <C>           <C>                <C>              <C>           <C>
+200 bp*             $31,839       $ -10,518         -24.83%           6.59%         -178 bp*
Base or 0%            42,357                                           8.37
-200 bp*              38,965          -3,392          -8.01%           7.55           -82 bp*
-----------------------------------------------------------------------------------------------------
<FN>
* basis points
</FN>
</TABLE>

                                                                              16
<PAGE>
NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards ("SFAS") No. 141 and 142. SFAS No. 141, "Business
Combinations"  requires the use of the  purchase  method of  accounting  for all
business combinations initiated after June 30, 2001, thereby eliminating the use
of the pooling of interests method. It also provides new criteria that determine
whether an acquisition involving acquired intangible assets should be recognized
separately from goodwill.  This Statement does not presently  affect the Company
but would be followed in any future acquisitions.

SFAS No.  142,  "Goodwill  and Other  Intangible  Assets" is  effective  for the
Company in 2002,  and requires that upon adoption,  any goodwill  recorded on an
entity's balance sheet would no longer be amortized. This would include existing
goodwill recorded at the date of adoption and any future goodwill. Goodwill will
not be amortized  but will be reviewed for  impairment  at least once a year and
adjusted  by  reduction  of the  carrying  value  of  goodwill  if the  asset is
impaired.

OTHER
-----

The  Securities  and  Exchange  Commission  ("SEC")  maintains  reports,   proxy
information,  statements and other information  regarding  registrants that file
electronically   with  the  SEC,   including   the   Company.   The  address  is
(http://www.sec.gov).

                                                                              17
<PAGE>


PART II - OTHER INFORMATION


ITEM 1  - Legal Proceedings
          -----------------

          Not Applicable

ITEM 2  - Changes in Securities
          ---------------------

          Not Applicable

ITEM 3  - Defaults in Senior Securities
          -----------------------------

          Not Applicable


ITEM 4  - Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------
          On May  23,  2002,  the  Company  held  its  2002  annual  meeting  of
          shareholders.  A total of 2,659,543 shares,  representing 84.5% of the
          total  outstanding  shares,  were present in person or by proxy at the
          meeting, constituting a quorum.

          Three  Directors were nominated by the Company's Board of Directors to
          serve new  three-year  terms.  The nominees and the voting results for
          each are listed below:
<TABLE>
<CAPTION>
                                                    For                       Withheld
                                                  ---------                   --------
                  <S>                             <C>           <C>             <C>      <C>
                  Harry J. Bailey                 2,613,416     98.30%          46,127   1.7%
                  Charles M. Drackett, Jr.        2,637,570     99.20%          21,973   0.8%
                  Ronald R. Pritzke               2,637,570     99.20%          21,973   0.8%
</TABLE>

          The following  Directors,  whose  three-year terms of service have not
          expired, continue as Directors of the Company:

          Paul W. Prior,  Donald C.  Danielson,  R. Scott Hayes,  and Michael E.
          Kent.

          The Shareholders  ratified the appointment of BKD, LLP as auditors for
          the Company for the fiscal year ended  December  31,  2002. A total of
          2,646,557  votes  (99.5%) in favor,  9,840 votes (0.4%)  against,  and
          3,146 (0.1%) abstained from voting on the proposal.


ITEM 5  - Other Information
          -----------------

          Regulatory Actions
          ------------------
          During the second  quarter of 2002,  Ameriana Bank and Trust,  SB (the
          "Bank")  entered into a memorandum of  understanding  (the "MOU") with
          the Federal Deposit Insurance Corporation (the "FDIC") and the Indiana
          Department of Financial  Institutions (the "DFI"). Among other things,
          the MOU  contemplates  that the Bank will adopt  written  action plans
          with respect to each  classified  asset in excess of $100,000,  revise
          its lending  policies in  accordance  with  examiner  recommendations,
          require greater financial

                                                                              18
<PAGE>

          information from borrowers,  establish a loan review program, document
          Board  review of the  adequacy  of loan  losses,  formulate a plan for
          improving  the  Bank's  profitability,   review  staffing  needs  with
          particular  emphasis  on  loan   administration,   strengthen  certain
          internal  controls  and audit  coverage and address  other  regulatory
          compliance issues raised in the most recent  examination report by the
          FDIC and DFI. While the MOU is in effect,  the Bank must maintain Tier
          1 Capital at or above 7% of assets.  In the event Tier 1 Capital falls
          below 7% as of June 30 or December 31 of any calendar  year,  the Bank
          must present a plan for augmenting  capital to the FDIC and DFI within
          30 days thereafter.  The bank must submit progress reports to the FDIC
          and DFI within 30 days after the end of each calendar quarter.

          The Federal  Reserve has advised  that it intends to request  that the
          Company's  Board of Directors  adopt  resolutions  providing  that the
          Company will not cause the Bank to pay dividends if its Tier 1 Capital
          would be less  than 7%  thereafter,  that the  company  will not incur
          additional debt without prior Federal Reserve  approval,  and that the
          Company will not purchase any treasury stock.  The  resolutions  would
          remain in effect until the MOU is lifted.

          The  Company  believes  that the  Company  and the Bank have taken all
          actions  specified  in  The  MOU  and  Board  resolutions  within  the
          timeframes  and are in  compliance  therewith.  The  Company  does not
          believe  the MOU or  Board  resolutions  will  materially  affect  the
          operations of the Company or Bank. A failure to comply with either the
          MOU or resolutions could lead to the initiation of formal  enforcement
          action by the FDIC, DFI and the Federal Reserve.


ITEM 6  -  Exhibits and Reports on Form 8-K
           --------------------------------

          a.   Exhibits.

               The following exhibits are filed with this report:

               No.   Description
               --    -----------

               99.1 Certification  Under  Section 906 of  Sarbanes-Oxley  Act of
                    2002

               99.2 Certification  Under  Section 906 of  Sarbanes-Oxley  Act of
                    2002

          b.   Current Reports on Form 8-K
               ---------------------------

               On April 22,2002,  the Company filed a Current Report on Form 8-K
               reporting  under Item 5 that  Bradley L. Smith had been named the
               Company's  Senior Vice  President - Treasurer  replacing  Richard
               Welling who had resigned to pursue other interests.  No financial
               statements were filed with this report.

                                                                              19
<PAGE>

SIGNATURES


AMERIANA BANCORP AND SUBSIDIARIES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                      AMERIANA BANCORP




DATE: August 14, 2002           /s/ Harry J. Bailey
      ---------------           ---------------------------------
                                Harry J. Bailey
                                President and
                                Chief Executive Officer
                                (Duly Authorized Representative)



DATE: August 14, 2002           /s/ Bradley L. Smith
      ---------------           ---------------------------------
                                Bradley L. Smith
                                Senior Vice President-Treasurer
                                (Principal Financial Officer
                                and Accounting Officer)



                                                                              20