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: March 31, 2003    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
                                                 --        ---

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of May 15, 2003,  there were issued and outstanding  3,148,288  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 March 31, 2003 and December 31, 2002. . . . . . . . . .  3

              Consolidated Condensed Statements of Operations for
              the three months ended March 31, 2003 and 2002 . . . . . . . . 4

              Consolidated Condensed Statement of Shareholders' Equity
              for the three months ended March 31, 2003. . . . . . . . . . . 5

              Consolidated Condensed Statements of Cash Flows for the
              three months ended March 31, 2003 and 2002 . . . . . . . . . . 6

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

     ITEM 2 - Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations. . . . . . . . . . . . . . . . . . . . . . . . . . 10


     ITEM 3 - Quantitative and Qualitative Disclosure
                    About Market Risk . . . . . . . . . . . . . . . . . . . 17

     ITEM 4 - Controls and Procedures . . . . . . . . . . . . . . . . . . . 18

PART II  -  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 19

SIGNATURES AND CERTFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . 20

                                                                               2
<PAGE>
PART I  -  FINANCIAL INFORMATION

                         AMERIANA BANCORP AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                         March 31    December 31,
                                                           2003         2002
                                                       (Unaudited)
                                                       -----------   ----------
<S>                                                    <C>          <C>
Assets

  Cash on hand and in other institutions               $   8,683    $   7,481
  Interest-bearing demand deposits                        21,519       38,215
                                                       ---------    ---------
      Cash and cash equivalents                           30,202       45,696

  Investment securities available for sale               105,852       58,155
  Mortgage loans available for sale                        1,918        3,825
  Loans receivable                                       297,970      313,252
  Allowance for loan losses                               (8,631)      (8,666)
                                                       ---------    ---------

      Net loans receivable                               289,339      304,586
  Real estate owned                                          582          489
  Premises and equipment                                   7,831        7,901
  Stock in Federal Home Loan Bank                          6,768        6,759
  Mortgage servicing rights                                1,266        1,197
  Investments in unconsolidated affiliates                 1,510        1,583
  Goodwill                                                 1,291        1,291
  Cash surrender value of life insurance                  19,146       18,932
  Deferred Taxes                                           2,556        2,611
  Other assets                                             3,731        3,782
                                                       ---------    ---------

          Total assets                                 $ 471,992    $ 456,807
                                                       =========    =========

Liabilities and Shareholders' Equity

Liabilities:
  Deposits:
         Noninterest-bearing                           $  21,398    $  19,124
         Interest-bearing                                395,282      383,063
                                                       ---------    ---------

            Total deposits                               416,680      402,187
  Advances from Federal Home Loan Bank                     5,289        5,592
  Notes payable                                              750          840
  Drafts payable                                           4,739        5,099
  Advances by borrowers for taxes and insurance              562          380
  Other liabilities                                        4,476        3,669
                                                       ---------    ---------

          Total liabilities                              432,496      417,767

Commitments and contingent liabilities

Shareholders' equity:
  Preferred stock (5,000,000 shares authorized;
      none issued)                                            --           --
  Common stock ($1.OO par value; authorized
       15,000,000 shares; issued shares:
       3,148,288 and 3,147,463, respectively)              3,148        3,147
  Additional paid-in capital                                 506          499
  Retained earnings                                       35,107       34,856
  Accumulated other comprehensive income                     735          538
                                                       ---------    ---------

          Total shareholders' equity                      39,496       39,040
                                                       ---------    ---------

          Total liabilities and shareholders' equity   $ 471,992    $ 456,807
                                                       =========    =========
</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 March 31,
                                                             ----------------------------
                                                              2003                 2002
                                                             -------              -------
<S>                                                          <C>                  <C>
Interest Income:
   Interest and fees on loans                                $ 5,470              $ 6,255
   Interest on mortgage-backed securities                        244                1,744
   Interest on investment securities                             212                  403
   Other interest and dividend income                            262                  190
                                                             -------              -------

      Total interest income                                    6,188                8,592

Interest Expense:
   Interest on deposits                                        2,958                4,106
   Interest on FHLB advances and other borrowings                102                1,137
                                                             -------              -------

      Total interest expense                                   3,060                5,243
                                                             -------              -------

Net interest income                                            3,128                3,349

Provision for Loan Losses                                        150                1,250
                                                             -------              -------

Net interest income after provision for loan losses            2,978                2,099

Other Income:
   Net loan servicing fees                                       (29)                  46
   Other fees and service charges                                282                  195
   Brokerage and insurance commissions                           250                  268
   Net loss on investments in unconsolidated affiliates          (49)                 (50)
   Gains on sales of loans and servicing rights                  483                  234
   Gain (loss) on sale of investments                             40               (3,212)
   Increase in cash surrender value of life insurance            214                  180
   Other                                                           5                   61
                                                             -------              -------

      Total other income                                       1,196               (2,278)

Other Expense:
   Salaries and employee benefits                              2,006                2,109
   Net occupancy and equipment expense                           397                  387
   Federal insurance premium                                      49                   18
   Data processing expense                                        69                  120
   Printing and office supplies                                   53                   75
   Amortization of intangible assets                               8                    8
   Other                                                         639                  506
                                                             -------              -------

      Total other expense                                      3,221                3,223
                                                             -------              -------

Income (loss) before income taxes                                953               (3,402)

Income taxes                                                     198               (1,352)
                                                             -------              -------

Net Income (Loss)                                            $   755              $(2,050)
                                                             =======              =======

Basic Earnings (Loss) Per Share                              $  0.24              $ (0.65)
                                                             =======              =======

Diluted Earnings (Loss) Per Share                            $  0.24              $ (0.65)
                                                             =======              =======

Dividends Declared Per Share                                 $  0.16              $  0.16
                                                             =======              =======
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                                                               4
<PAGE>
                         AMERIANA BANCORP AND SUBSIDIARY
            CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (In thousands)
                                   (Unaudited)

                                                    2003
                                                  --------

Balances, January 1                               $ 39,040

Net income                                             755
Other comprehensive income                             197
                                                  --------
     Comprehensive income                              952

Exercise of stock options                                8

Dividends declared                                    (504)
                                                  --------

Balances, March 31                                $ 39,496
                                                  ========


See accompanying notes to consolidated condensed financial statements.

                                                                               5
<PAGE>

                         AMERIANA BANCORP AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         Three Months Ended Mar 31,
                                                                         --------------------------
                                                                           2003              2002
                                                                         ---------        ---------
<S>                                                                      <C>             <C>
Operating Activities
  Net income (loss)                                                      $     755      $  (2,050)
  Items not requiring (providing) cash
    Provision for losses on loans                                              150          1,250
    Depreciation and amortization                                              362             89
    Increase in cash surrender value                                          (214)          (180)
    Mortgage loans originated for sale                                     (34,266)       (24,633)
    Proceeds from sale of mortgage loans                                    36,441         26,964
    Gains on sale of loans and servicing rights                               (483)          (234)
    Loss (Gain) on sale of investments                                         (40)         3,212
    Increase (decrease) in drafts payable                                     (360)        (2,929)
    Other adjustments                                                        1,259          6,479
                                                                         ---------      ---------
      Net cash provided by operating activities                              3,604          7,968
Investing Activities
  Purchase of investment securities available for sale                     (72,015)       (69,453)
  Proceeds from sale of investment securities available for sale            20,604        138,428
  Principal collected on mortgage-backed securities available for sale       3,809         17,631
  Net change in loans                                                       14,946          9,019
  Net purchases of premises and equipment                                      (95)          (312)
  Purchase of Federal Home Loan Bank stock                                      (9)           (17)
  Other investing activities                                                    58           (337)
                                                                         ---------      ---------
    Net cash provided by (used in) investing activities                    (32,702)        94,959
Financing Activities
  Net change in demand and passbook deposits                                 3,146         (2,659)
  Net change in certificates of deposit                                     11,347         16,221
  Proceeds from borrowings                                                      --         17,500
  Repayment of borrowings                                                     (393)       (47,846)
  Purchase of common stock                                                      --           (137)
  Exercise of stock options                                                      8            137
  Cash dividends paid                                                         (504)          (504)
                                                                         ---------      ---------
    Net cash provided by (used in) financing activities                     13,604        (17,288)
                                                                         ---------      ---------
Change in Cash and Cash Equivalents                                        (15,494)        85,639
Cash and Cash Equivalents at Beginning of Year                              45,696         11,823
                                                                         ---------      ---------
Cash and Cash Equivalents at End of Year                                 $  30,202      $  97,462
                                                                         =========      =========

Supplemental information:
  Interest paid                                                          $   1,542      $   2,331
  Income taxes paid                                                            750            123
</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 (the  "Bank").  At the same time,  the  Company  contributed
Ameriana  Insurance  Agency,  Inc.  ("AIA") to the Bank.  AIA operates a general
insurance agency in three locations.  The Bank has a brokerage operation through
its wholly owned subsidiary Ameriana Financial Services,  Inc. ("AFS"). AFS also
owns a  partial  interest  in a life  insurance  company  and a title  insurance
company.  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. In 2003, the Company formed Ameriana Investment
Management, Inc ("AIMI"), a wholly owned subsidiary of the Bank, which holds and
manages investments for the Bank.

     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, 2002.

     The consolidated  condensed balance sheet of the Company as of December 31,
2002 has been derived from the audited consolidated balance sheet of the Company
as of that date.

                                                                               7
<PAGE>

NOTE B - - SHAREHOLDERS' EQUITY

     On February 24,  2003,  the Board of  Directors  declared a quarterly  cash
dividend of $.16 per share. This dividend,  totaling  $504,000,  was accrued for
payment to  shareholders  of record on March 14, 2003,  and was paid on April 4,
2003.  Payment  was made for  3,148,288  shares  compared  to  3,147,463  in the
previous  quarter.  Stock options  totaling 825 shares were exercised during the
first quarter of 2003.

     The Company's net income increased  $2,805,000 to $755,000 ($0.24 basic and
diluted earnings per share) for the quarter ended March 31, 2003,  compared to a
loss of $2,050,000  ($0.65 loss per basic and diluted share) for the same period
in 2002.

     Earnings per share were computed as follows:
<TABLE>
<CAPTION>
                                                                             (In thousands, except share data)
                                                                                Three Months Ended March 31,
-----------------------------------------------------------------------------------------------------------------------
                                                             2003                                  2002
-----------------------------------------------------------------------------------------------------------------------
                                                           Weighted                              Weighted
                                               Income       Average    Per Share     Income       Average     Per Share
                                               (Loss)       Shares       Amount      (Loss)       Shares       Amount
-----------------------------------------------------------------------            ------------------------------------
<S>                                             <C>         <C>          <C>        <C>          <C>          <C>
Basic Earnings (Loss) per Share:
Income available to Common shareholders         $755        3,147,784    $0.24      $(2,050)     3,147,463    $(0.65)
                                                                         =====                                ======
Effect of dilutive stock options                  --              200                    --          5,239
                                                ---------------------              -----------------------
Diluted Earnings (Loss) Per Share: Income
available to common shareholders and
assumed conversions                             $755        3,147,984    $0.24      $(2,050)     3,152,702    $(0.65)
                                                ====================================================================
</TABLE>

At March 31, 2003,  options to purchase  197,197  shares were  excluded from the
computation  of diluted  earnings per share because the options'  exercise price
was greater than or equal to the average market price of common shares.

                                                                               8
<PAGE>
NOTE C - - Effect of Recent Accounting Pronouncements

     The Financial  Accounting  Standards  Board ("FASB")  adopted  Statement of
Financial  Accounting  Standards  ("SFAS") No. 148,  Accounting for  Stock-Based
Compensation - Transition and Disclosure.  This Statement  amends FASB Statement
No.  123,  Accounting  for  Stock-Based  Compensation.  SFAS  No.  148  provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  SFAS
No. 148  amends  the  disclosure  requirements  of SFAS No. 123 to require  more
prominent  and more  frequent  disclosures  in  financial  statements  about the
effects of stock-based compensation.

     Under the provisions of SFAS No. 123, companies that adopted the fair value
based  method were  required to apply that  method  prospectively  for new stock
option  awards.   This   contributed  to  a  "ramp-up"   effect  on  stock-based
compensation  expense in the first few years  following  adoption,  which caused
concern  for  companies  and  investors  because of the lack of  consistency  in
reported results. To address that concern,  SFAS No. 148 provides two additional
methods of transition  that reflect an entity's full  complement of  stock-based
compensation expense immediately upon adoption,  thereby eliminating the ramp-up
effect.

     SFAS No. 148 also improves the clarity and prominence of disclosures  about
the  proforma  effects of using the fair value based  method of  accounting  for
stock-based compensation for all companies - regardless of the accounting method
used - by requiring  that the data be presented more  prominently  and in a more
user-friendly format in the footnotes to the financial statements.  In addition,
SFAS No. 148 improves the timeliness of those disclosures by requiring that this
information be included in interim as well as annual  financial  statements.  In
the past,  companies were required to make proforma  disclosures  only in annual
financial statements.

     The transition  guidance and annual  disclosure  provisions of SFAS No. 148
are  effective  for fiscal years ending  after  December 15, 2002,  with earlier
application   permitted  in  certain   circumstances.   The  interim  disclosure
provisions are effective for financial reports containing  financial  statements
for interim periods beginning after December 15, 2002.

     No options were issued in the first quarter of 2003 or the first quarter of
2002. Generally options vest upon grant.

     The FASB has stated it intends to issue a new statement on  accounting  for
stock-based  compensation  and will require  companies to expense  stock options
using a fair value based method at date of grant.  The  implementation  for this
proposed statement is not known.

     In  November  2002,  the FASB  issued  Interpretation  No. 45,  Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others ("FIN 45").  FIN 45 will change  current
practice in the accounting for and disclosure of guarantees.  Guarantees meeting
the characteristics described in FIN 45 are required to be initially recorded at
fair value,  which is different from the general current practice of recording a
liability only when a loss is probable and reasonably estimable,  as those terms
are defined in FASB Statement No. 5, Accounting for  Contingencies.  FIN 45 also
requires a guarantor to make new  disclosures  for virtually all guarantees even
if the likelihood of the guarantor's having to make payments under the guarantee
is remote.

     In general, FIN 45 applies to contracts or indemnification  agreements that
contingently  require the  guarantor to make  payments to the  guaranteed  party
based on changes in an underlying asset, liability, or an equity security of the
guaranteed party such as financial standby letters of credit.

     Disclosure requirements of FIN 45 are effective for financial statements of
interim  or  annual   periods  ending  after  December  31,  2002.  The  initial
recognition and measurement  provisions are applicable on a prospective basis to
guarantees  issued or modified  after  December  31, 2002,  irrespective  of the
guarantor's fiscal year-end.  The guarantor's previous accounting for guarantees
issued prior to the date of FIN 45 initial applications should not be revised or
restated to reflect the provisions of FIN 45.

     The Company  adopted FIN 45 on January 1, 2003. The adoption of FIN 45 does
not currently  have a material  impact on the Company's  consolidated  financial
statements.

                                                                               9
<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.

Agreement to Sell Ohio Branches
-------------------------------

     On April 7, 2003, the Company  announced that it has agreed to sell its two
Cincinnati-area branches to Peoples Community Bancorp, Inc. (NASDAQ/NM: PCBI) of
West Chester,  Ohio for an expected  after-tax gain of $2.7 million or $0.86 per
diluted share. The two branches are located in Deer Park and Landen, Ohio.

     In the sale  Ameriana  will convey all  consumer  and  commercial  loans of
approximately  $31,000,000  but  will  retain  in the  Company's  portfolio  and
continue   to  service   single-family   residential   loans  of   approximately
$29,000,000.  Ameriana  will also  convey  approximately  $63 million in savings
deposits  as part of the  transaction.  The  Company  expects  to  complete  the
transaction  during the third quarter of 2003,  subject to regulatory review and
approval.

                                                                              10
<PAGE>
Critical Accounting Policies
----------------------------

     The  notes  to  the  consolidated  financial  statements  included  in  the
Company's  2002 annual  report  contain a summary of the  Company's  significant
accounting policies. 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 its critical accounting
policies  include  determining  the allowance for loan losses  ("ALL"),  and the
valuation  of  mortgage  servicing  rights,  ("MSR's"),  and the way the Company
accounts for goodwill and other intangibles.

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

     The  allowance  for loan  losses  provides  coverage  for  probable  losses
inherent in the Company's loan portfolio.  Management  evaluates the adequacy of
the  allowance  for credit  losses each  quarter  based on  changes,  if any, in
underwriting  activities,  the loan portfolio composition (including product mix
and geographic,  industry or customer-specific  concentrations),  trends in loan
performance,  regulatory  guidance  and economic  factors.  This  evaluation  is
inherently  subjective,  as  it  requires  the  use  of  significant  management
estimates.  Many  factors can affect  management's  estimates  of  specific  and
expected  losses,   including  volatility  of  default   probabilities,   rating
migrations,  loss severity and economic and political conditions.  The allowance
is increased through provisions charged to operating earnings and reduced by net
charge-offs.

     The Company  determines the amount of the allowance  based on relative risk
characteristics  of the loan  portfolio.  The allowance  recorded for commercial
loans is based on reviews of individual credit  relationships and an analysis of
the  migration of  commercial  loans and actual loss  experience.  The allowance
recorded  for  homogeneous  consumer  loans is based on an analysis of loan mix,
risk  characteristics of the portfolio,  fraud loss and bankruptcy  experiences,
and  historical  losses,  adjusted  for  current  trends,  for each  homogeneous
category or group of loans. The allowance for credit losses relating to impaired
loans is based on the loan's observable market price, the collateral for certain
collateral-dependent  loans,  or the  discounted  cash  flows  using the  loan's
effective interest rate.

     Regardless of the extent of the Company's analysis of customer performance,
portfolio trends or risk management  processes,  certain inherent but undetected
losses are probable  within the loan  portfolio.  This is due to several factors
including  inherent  delays in  obtaining  information  regarding  a  customer's
financial  condition  or  changes  in  their  unique  business  conditions,  the
judgmental nature of individual loan evaluations, collateral assessments and the
interpretation of economic trends.  Volatility of economic or  customer-specific
conditions  affecting  the  identification  and  estimation of losses for larger
non-homogeneous credits and the sensitivity of assumptions utilized to establish
allowances for homogenous  groups of loans are among other factors.  The Company
estimates  a  range  of  inherent  losses  related  to the  existence  of  these
exposures.  The estimates are based upon the Company's evaluation of imprecision
risk  associated  with the  commercial  and  consumer  allowance  levels and the
estimated impact of the current economic environment.

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

     MSR's  associated  with  loans  originated  and sold,  where  servicing  is
retained,  are  capitalized  and  included  in other  intangible  assets  in the
consolidated  balance  sheet.  The  value of the  capitalized  servicing  rights
represents the present value of the future servicing fees arising from the right
to service loans in the portfolio.  Critical accounting policies for MSRs relate
to the initial  valuation and subsequent  impairment tests. The methodology used
to determine the valuation of MSRs requires the  development and use of a number
of estimates,  including anticipated  principal  amortization and prepayments of
that principal balance.  Events that may significantly affect the estimates used
are changes in interest rates,  mortgage loan prepayment  speeds and the payment
performance  of  the  underlying  loans.  The  carrying  value  of the  MSRs  is
periodically  reviewed for impairment  based on a  determination  of fair value.
Impairment,  if any, is recognized through a valuation allowance and is recorded
as amortization of intangible assets.

                                                                              11
<PAGE>

Goodwill and Other Intangibles
------------------------------

     The  Company  records  all  assets and  liabilities  acquired  in  purchase
acquisitions,  including  goodwill  and  other  intangibles,  at fair  value  as
required by SFAS 141.  Goodwill is subject,  at a minimum,  to annual  tests for
impairment.  Other  intangible  assets are amortized over their estimated useful
lives using straight-line and accelerated methods, and are subject to impairment
if events or circumstances indicate a possible inability to realize the carrying
amount.  The initial  goodwill and other  intangibles  recorded  and  subsequent
impairment analysis requires management to make subjective  judgments concerning
estimates  of how the  acquired  asset will  perform in the  future.  Events and
factors that may  significantly  affect the  estimates  include,  among  others,
customer  attrition,   changes  in  revenue  growth  trends,  specific  industry
conditions and changes in competition.

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

     Total assets  increased  $15,185,000 to  $471,992,000 at March 31 2003 from
$456,807,000  at December 31, 2002.  The main reason for the increase was due to
an increase in deposits.

     Cash and cash equivalents  decreased $15,494,000 or 33.91% during the first
quarter of 2003 to $30,202,000.  The main reason for the decrease was due to the
purchase of investment securities.

     Investment  securities  available for sale increased  $47,697,000 or 82.02%
during the first quarter of 2003 to  $105,852,000.  The funding for the increase
came from loan payoffs, deposits, and cash and cash equivalents.

     Total  outstanding  loans  decreased  $15,282,000 or 4.88% during the first
quarter of 2003 to  $297,970,000.  The decline  was mainly due to mortgage  loan
refinancing and the subsequent sale of those loans.

     Deposits increased $14,493,000 or 3.60% during the first quarter of 2003 to
$416,680,000.  The main cause of the increase was due to the  introduction  of a
new interest-bearing checking account.

     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  March  31,  2003,  the  Company's  cash  and
interest-bearing time deposits totaled $30,002,000, or 6.4%, of total assets.

     The regulatory  minimum net worth  requirement is 8% for the Bank under the
most stringent of the three capital  regulations  (total  risk-based  capital to
risk-weighted  assets). At March 31, 2003, Ameriana had total risk-based capital
of $41,275,000 and a 13.07% ratio.  The Company's tier 1 capital ratio was 8.05%
at March 31, 2003, which exceeded the regulatory minimum required tier 1 capital
ratio of 4.00%.

     At March 31, 2003 and  December  31,  2002,  the  Company  had  outstanding
commitments to originate  loans of  approximately  $27,601,000  and  $8,379,000,
which  were  primarily  for  adjustable-rate   mortgages  with  rates  that  are
determined just prior to closing or fixed-rate  mortgage loans with rates locked
in at the time of loan commitment.  In addition, the Company had $23,225,000 and
$22,231,000 of conditional  commitments for lines of credit receivables at March
31, 2003 and December 31, 2002.

                                                                              12
<PAGE>
RESULTS OF OPERATIONS
---------------------

     Net income for the quarter ended March 31, 2003  increased to $755,000,  or
$0.24 per diluted  share  compared to a loss of  $2,050,000 or $0.65 per diluted
share  reported in the first  quarter of 2002.  The loss in the first quarter of
2002 was mainly due to disposition of investments for a loss, additional reserve
for  loan  losses  due  to an  increase  in  non-performing  loans,  and  higher
compensation and benefits costs. These factors are discussed in further detail.

     The Bank's  interest rate  position at year-ended  2001 exceeded the Bank's
risk parameters,  primarily due to volatile collateralized mortgage obligations.
The Company  disposed  of most of its  investments  during 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. The funds from
the investments liquidation were subsequently reinvested in the first and second
quarter  of  2002 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.

     The Company  adjusted the balance  sheet  through the sale of an additional
$44,601,000  of  investments in the third quarter of 2002 with the proceeds from
this latest  investment sale were used to prepay  higher-rate  Federal Home Loan
Bank advances. As discussed below, these transactions improved the Company's net
interest  margin  through the reduction of higher rate debt using  proceeds from
the sale of lower earning investments.

     The net  interest  spread  (difference  between  yield on  interest-earning
assets  and cost on  interest-bearing  liabilities)  increased  31 basis  points
during the first  quarter of 2003  compared  to the first  quarter of 2002.  The
change  is  due  to  a  decrease  in  yield  of  106  basis  points  on  average
interest-earning  assets  offset by a 137 basis point  reduction  in the cost of
interest-bearing average liabilities. The Company's increase in the net interest
spread was due primarily to the balance sheet deleverage in the third quarter of
2002. Overall,  the change in yields and cost of funds for 2003 is the result of
general reductions in interest rates during 2002.

     The following table summarizes the Company's  average net  interest-earning
assets and average  interest-bearing  liabilities with the accompanying  average
rates for the first quarter of 2003 and 2002:
<TABLE>
<CAPTION>
                                       Three Months Ended Mar 31,
                                       --------------------------
                                          2003            2002
                                         (Dollars in Thousands)
                                       --------------------------
<S>                                    <C>            <C>
Average interest-earning assets        $   430,246    $   505,724
Average interest-bearing liabilities       396,633        472,378
                                       -----------    -----------

   Net interest-earning assets         $    33,613    $    33,346
                                       ===========    ===========

Average yield on/cost of:
Interest-earning assets                       5.83%          6.89%
Interest-bearing liabilities                  3.13%          4.50%
                                       -----------    -----------
   Net interest spread                        2.70%          2.39%
                                       ===========    ===========
</TABLE>

                                                                              13
<PAGE>

     Net  interest  income for the first  quarter of 2003 was  $3,128,000  for a
decrease of $221,000 or 6.60% compared to $3,349,000  recorded  during the first
quarter of 2002. The Company's  lower net interest  income for the first quarter
of 2003 reflected  primarily the impact of lower average  earning assets for the
period resulting primarily from the deleverage  transaction in the third quarter
2002. The  $2,404,000  decrease in interest  income on average  interest-earning
assets is a  combination  of a decrease of  $1,282,000  because of lower average
balances and $1,122,000  due to lower rates.  The decrease of $2,183,000 in cost
of interest-bearing  liabilities is a combination of a decrease of $841,000 from
lower average  balances and $1,342,000 from lower rates. The net interest margin
ratio, which is net interest income divided by average earning assets, increased
to 2.95% for the first  quarter of 2003  compared to 2.68% for the first quarter
of 2002.

     The  following  table sets forth the details of the rate and volume  change
for the three months ended March 31, 2003 compared to the same period in 2002.
<TABLE>
<CAPTION>
                                     (Dollars in Thousands)
                                     ----------------------
                                     Three Months Ended Mar 31,
                                          2003 vs 2002
                                --------------------------------
                                        Increase (Decrease)
                                          Due to Change in
                                --------------------------------
                                Volume      Rate      Net Change
                                -------    -------    ----------
<S>                             <C>        <C>        <C>
Interest-earning assets         $(1,282)   $(1,122)    $(2,404)
Interest-earning assets            (841)    (1,342)     (2,183)
                                -------    -------     -------
Change in net interest income   $  (441)   $   220     $  (221)
                                =======    =======     =======
</TABLE>

The following table summarizes the Company's  non-performing assets at March 31,
2003 and December 31, 2002:
<TABLE>
<CAPTION>
                                                                  In Thousands
                                                             March 31,         December 31,
                                                                2003             2002
                                                             ----------        ----------
<S>                                                           <C>              <C>
Loans:
  Non-accrual                                                 $ 17,483         $  18,307
  Restructured Loans                                               481               485

  Over 90 days delinquent and still accruing                        86               135
  Real estate owned                                                582               489
                                                             ----------        ---------
Total                                                         $ 18,632         $  19,416
                                                             ==========        =========
</TABLE>

     The Company's non-performing assets decreased $784,000 in the first quarter
of 2003.

     Non-performing  assets grew  substantially in 2002. The main causes for the
increase are related loans to a builder/developer and two lease pools.

     The Bank has a number  of real  estate  development/lot  loans  and  single
family residential loans on existing properties with a builder/developer  group,
and its related parties, that are currently in default and bankruptcy.  The Bank
is working closely with the workout  specialist hired by the bankruptcy  trustee
on  liquidation  of  the  properties  involved  in  the  bankruptcy  and  we are
negotiating  with the borrower and their counsel for resolution of the remaining
properties.  The total  outstanding  balance of the various  loans  totaled $3.6
million as of March 31, 2003 and December 31, 2002.

     The Bank is involved in a variety of  litigation  relating to its interests
in two pools of equipment leases originated by the Commercial Money Center, Inc.
("CMC"), a California based equipment-leasing company that is now in bankruptcy.

                                                                              14
<PAGE>
     In June and September  2001, the Bank purchased two separate pools of lease
receivables totaling $12,003,000, consisting primarily of equipment leases. Each
lease  within  each  pool is  supported  by a surety  bond  issued by one of two
insurance  companies rated at least "A" by Moody's.  The bonds guarantee payment
of all amounts due under the leases in the event of default by the lessee.  Each
pool was sold by the terms of a Sales and  Servicing  Agreement  which  provides
that the  insurers  will  service the  leases.  In each case the  insurers  have
assigned  their  servicing  rights and  responsibilities  to Commercial  Service
Center, a company, which has now filed bankruptcy.

     When the lease pools went into  default,  notice was given to each insurer.
One them made payments for a few months under a reservation of rights; the other
paid nothing. Both insurers claim they were defrauded by Commercial Money Center
(CMC),   the  company  which  sold  the  lease  pools.   Both  are  now  denying
responsibility for payment. CMC has also filed for bankruptcy protection.

     Many other financial  institutions have purchased lease pools from CMC. All
of the lease pools are in default and in litigation.  The Panel on Multidistrict
Litigation  has taken  control of the many actions and assigned them to the U.S.
District Court for the Northern  District of Ohio,  Eastern  Division.  A status
conference was held on April 28, 2003. As a result of that conference, the judge
will issue appropriate discovery orders in the near future.

     The Bank has also been named as a  defendant  in a suit filed by a group of
lessees in  California  state court against CMC, CSC, the banks that invested in
the CMC pools and the  insurers  that issued the surety  bonds on the CMC pools.
The  California  suit alleges  that the leases are  usurious and  un-collectable
under  California law. None of the plaintiffs in the California suit is a lessee
in either of the lease pools purchased by the Bank.

     The Company believes the surety bonds are enforceable against the insurers.
The current unpaid balance for the pools is  $10,900,000.  It is highly unlikely
that the litigation will be resolved in 2003.

     The total  provision for loan losses was $150,000  during the first quarter
of 2003  compared  to  $1,250,000  during  the same  period  in  2002.  The high
provision  expense in the first  quarter of 2002 was mainly due to the two lease
pools and a  commercial  property  in  Bloomington,  Indiana.  During  the first
quarter of 2003, net charge-offs  (charge-offs  less  recoveries)  were $185,000
compared to net charge-offs of $21,000 for the first quarter of 2002.

     Management  believes  the  allowance  for loan losses is adequate  and that
sufficient  provision has been made to absorb any losses that may  ultimately be
incurred on  non-performing  loans and the remainder of the  portfolio  based on
information  at March 31, 2003. The allowance for loan losses as a percentage of
loans was 2.90% and 2.77% at March 31, 2003 and December 31, 2002, respectively.

     The Company  regularly  monitors the developments  related to the two lease
pools and other  non-performing  loans and has discussions  with its federal and
state bank  regulators  so that it can  determine  whether its loss reserves are
adequate.  Based upon further developments,  as well as further discussions with
its federal and state bank  regulators,  it is possible  that the Company may in
the future  determine to increase its loss reserves  against the lease pools and
other non-performing loans.

     Total other income increased $3,474,000 to $1,196,000 for the first quarter
2003 from a loss of $2,278,000 in the same period during 2002.  Management  sold
investments for a net loss of $3,212,000 in the first quarter of 2002, which was
the cause for the loss in other income.  Sales of loans to the secondary  market
increased and the $483,000 gain on these sales and servicing rights in the first
quarter  2003 was up from  $234,000  for the same  period in 2002.

     Total other  expense in the first quarter 2003 was  $3,221,000  compared to
$3,223,000  for the same  period in 2002.  Salary and  benefits  expense for the
first quarter of 2003 was  $2,006,000  compared to $2,109,000 in the same period
during 2002.  Severance  pay of $289,000 was incurred in the first quarter 2002.
Merit pay adjustments,  pension costs, and higher health care costs in the first
quarter  of  2003,  as well as  increased  staffing  in the  last  half of 2002,
resulted in higher salary and benefit expense from the same period in 2002.

                                                                              15
<PAGE>
     Income tax expense was $198,000 in the first  quarter of 2003 compared to a
tax benefit of  $1,352,000  for the same period in 2002.  The effective tax rate
was 20.8% in the first quarter of 2003, and (39.7)% for the same period in 2002.
The primary  difference  between the  effective  tax rates and the statutory tax
rates in the first  quarter of 2003  relate to tax  credits,  cash value of life
insurance,  and a reduction in state tax expense. The primary difference between
the effective tax rates and the statutory tax rates in the first quarter of 2002
relates to tax credits and cash value of life insurance.

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).

                                                                              16
<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET 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.

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 March 31, 2003.
<TABLE>
<CAPTION>
                                                                                          NPV as Percent of
                                   Net Portfolio Value                                  Present Value of Assets
-----------------------------------------------------------------------------------------------------------------
    Change in Rates          Dollar Amount   Dollar Change        Percent Change          NPV Ratio     Change
-----------------------------------------------------------------------------------------------------------------
                                                      (Dollars in thousands)
-----------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>                   <C>                    <C>          <C>
+200 bp*                        $ 46,089       $ (2,837)             (5.80%)                9.78%        (36) bp*
Base or 0%                        48,926             --                  --                10.14           -
-200 bp*                          46,680         (2,246)              (4.59)                9.55         (59) bp*
-----------------------------------------------------------------------------------------------------------------
* basis points
</TABLE>

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 December 31, 2002.
<TABLE>
<CAPTION>
                                                                                          NPV as Percent of
                                   Net Portfolio Value                                  Present Value of Assets
-----------------------------------------------------------------------------------------------------------------
    Change in Rates          Dollar Amount   Dollar Change        Percent Change          NPV Ratio     Change
-----------------------------------------------------------------------------------------------------------------
                                                      (Dollars in thousands)
-----------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>                 <C>                    <C>         <C>
+200 bp*                        $ 36,812         $ (5,999)           (14.01%)               8.61%       (147) bp*
Base or 0%                        42,811               --                --                10.08          --
-200 bp*                          39,952           (2,859)            (6.68)                9.65        (43) bp*
-----------------------------------------------------------------------------------------------------------------
* basis points
</TABLE>

                                                                              17
<PAGE>

ITEM 4 - CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the Company's  disclosure  controls and  procedures  (as such term is defined in
Rule  13a-14(c)  under the Exchange Act) as of a date within 90 days of the date
of filing of this Form 10-Q.  Based upon such  evaluation,  the Company's  Chief
Executive  Officer and Chief Financial Officer have concluded that such controls
and  procedures  are  effective  to ensure that the  information  required to be
disclosed  by the  Company in the  reports it files  under the  Exchange  Act is
gathered, analyzed and disclosed with adequate timeliness.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of the evaluation described above.

                                                                              18
<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
           ---------------------------------------------------

           Not Applicable

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

           Not Applicable

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

               None filed in the first quarter of 2003


                                                                              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: May 15, 2003              /s/ Harry J. Bailey
      ------------              ---------------------------------------
                                Harry J. Bailey
                                President and
                                Chief Executive Officer
                                (Duly Authorized Representative)



DATE: May 15, 2003              /s/ Bradley L. Smith
      ------------              ---------------------------------------
                                Bradley L. Smith
                                Senior Vice President-Treasurer
                                (Principal Financial Officer
                                and Accounting Officer)

<PAGE>
                                  CERTIFICATION

I, Harry J. Bailey,  President and Chief Executive  Officer of Ameriana Bancorp,
certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ameriana Bancorp;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     (c)  Presented  in  this  quarterly   report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board or  directors  (or persons  fulfilling  the  equivalent
functions):

     (a) all  significant  deficiencies  in the design or  operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 15, 2003                   /s/ Harry J. Bailey
                                     -----------------------------------
                                     Harry J. Bailey
                                     President and Chief Executive
                                     Officer


<PAGE>
                                  CERTIFICATION

I, Bradley L. Smith, Senior Vice President-Treasurer and Chief Financial Officer
of Ameriana Bancorp, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ameriana Bancorp;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     (c)  Presented  in  this  quarterly   report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board or  directors  (or persons  fulfilling  the  equivalent
functions):

     (a) all  significant  deficiencies  in the design or  operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 15, 2003           /s/ Bradley L. Smith
                             --------------------------------------
                             Bradley L. Smith
                             Senior Vice President-Treasurer and
                             Chief Financial Officer