UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the Quarterly Period Ended March 31, 2004

                                       OR

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

                        For the Transition Period from         to
                                                       -------

                      Commission file number     000-30511
                                             ----------------

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

               Georgia                                  31-1830205
------------------------------------       ------------------------------------
     (State of Jurisdiction of             (I.R.S. Employer Identification No.)
     Incorporation or organization)

     2734 Meadow Church Road
     Duluth, Georgia                                       30097
----------------------------------------   ------------------------------------
     (Address  of  principal  executive                 (Zip  Code)
      offices)

                                  770-476-7777
                                  ------------
                               ( Telephone Number)


                        FIRST NATIONAL BANK OF GWINNETT
                ------------------------------------------------
                          ( Former name, former address
                            and former fiscal year,
                          if changed since last report)

     Check  whether  the  issurer: (1) filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 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
                                      ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date:

     777,895  shares  of  common  stock,  $1.00  par value per share, issued and
outstanding  as  of  April  30,  2004.

     Transitional  Small  Business  Disclosure  Format (check one): YES  NO  XX
                                                                            ----


<PAGE>
<TABLE>
<CAPTION>
                                  FNBG BANCSHARES, INC. AND SUBSIDIARIES

                                                  INDEX

                                                                                                 Page No.
                                                                                                 --------
<S>          <C>                                                                                 <C>

PART I       FINANCIAL INFORMATION

    Item 1.  Financial Statements                                                                       3

             Balance Sheet (unaudited) at March 31, 2004                                                3

             Statements of Operations (unaudited) for the Three
               Months Ended March 31, 2004 and 2003                                                     4

             Statements of Comprehensive Income (unaudited) for the Three
               Months Ended March 31, 2004 and 2003                                                     5

             Statements of Cash Flows (unaudited) for the Three
               Months Ended March 31, 2004 and 2003                                                     6

             Notes to Financial Statements (unaudited)                                                7-8

    Item 2.  Management's Discussion and Analysis of Financial Condition or Plan of Operations       9-10

    Item 3.  Controls and Procedures

PART II.     OTHER INFORMATION

    Item 1.  Legal Proceedings                                                                         11

    Item 2.  Changes in Securities and Use of Proceeds                                                 11

    Item 3.  Defaults Upon Senior Securities                                                           11

    Item 4.  Submission of Matters to a Vote of Security Holders                                       11

    Item 5.  Other Information                                                                         11

    Item 6.  Exhibits and Reports on Form 8-K                                                          11
</TABLE>





This  Report  contains  statements  which  constitute forward-looking statements
within  the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of  the  Securities Exchange Act of 1934. These statements appear in a number of
places in this Report and include all statements regarding the intent, belief or
current  expectations of the Company, its directors or its officers with respect
to,  among other things: (1) the Company's financing plans; (2) trends affecting
the  Company's  financial  condition or results of operations; (3) the Company's
growth  strategy  and operating strategy; and (4) the declaration and payment of
dividends.  Investors are cautioned that any such forward-looking statements are
not  guarantees  of  future performance and involve risks and uncertainties, and
that  actual  results  may  differ  materially  from  those  projected  in  the
forward-looking  statements  as a result of various factors discussed herein and
those  factors  discussed  in detail in the Company's filings with the Office of
the  Comptroller  of  the  Currency.


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                         PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     FNBG BANCSHARES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 2004
                                   (UNAUDITED)

                                     Assets
                                     ------

<S>                                                           <C>
Cash and due from banks                                       $  1,473,735
Federal funds sold                                               5,654,011
                                                              ------------

    Cash and cash equivalents                                    7,127,746

Investment securities available for sale                         9,470,043
Other investments                                                  373,300
Loans, net of allowance for loan losses of $932,754             80,585,414
Premises and equipment, net                                      3,300,114
Accrued interest receivable and other assets                       824,934
                                                              ------------


                                                              $101,681,551
                                                              ============

                   Liabilities and Stockholders' Equity
                   ------------------------------------

Liabilities:
Deposits:
Demand                                                        $  7,639,335
Money market and NOW accounts                                   25,984,757
Savings                                                            335,219
Time                                                            59,287,636
                                                              ------------

    Total deposits                                              93,246,947

Notes payable                                                       45,000
Accrued interest payable and other liabilities                     386,602
                                                              ------------

    Total liabilities                                           93,678,549
                                                              ------------

Stockholders' equity:
Common stock, $1 par value; authorized
  10,000,000 shares; 777,895 issued and outstanding                777,895
Additional paid-in capital                                       6,980,459
Retained earnings                                                  221,423
Unrealized gain on securities available for sale, net of tax        23,225
                                                              ------------

    Total stockholders' equity                                   8,003,002
                                                              ------------

                                                              $101,681,551
                                                              ============
</TABLE>


See  accompanying  notes  to  financial  statements.


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                           FNBG BANCSHARES, INC. AND SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF OPERATIONS

                                 FOR THE THREE MONTHS ENDED
                                   MARCH 31, 2004 AND 2003
                                         (UNAUDITED)

                                                                      For the Three Months
                                                                         Ended March 31,
                                                                    ------------------------
                                                                       2004         2003
                                                                    -----------  -----------
<S>                                                                 <C>          <C>
Interest income:
    Interest and fees on loans                                      $ 1,239,515  $   869,957
    Interest on federal funds sold                                        5,713        7,323
    Investment securities                                                82,412       69,065
    Interest on deposit with other banks                                      0          433
                                                                    -----------  -----------

    Total interest income                                             1,327,640      946,778

Interest expense:
    Deposits                                                            402,504      333,927
    Fed funds purchased                                                       0          196
    Notes payable                                                           562            0
                                                                    -----------  -----------
    Total interest expense                                              403,066      334,123
                                                                    -----------  -----------

    Net interest income                                                 924,574      612,655

Provision for loan losses                                               104,500       81,000
                                                                    -----------  -----------
    Net interest income after
        provision for loan losses                                       820,074      531,655
                                                                    -----------  -----------

Other income:
    Service charges on deposit accounts                                  54,153       54,535
    Other operating income                                                  848        1,561
    Mortgage banking income                                              89,814      215,436
                                                                    -----------  -----------

        Total other income                                              144,815      271,532

Other expense:
    Salaries and other personnel expense                                418,820      410,058
    Net occupancy and equipment expense                                 108,886      102,408
    Other operating expense                                             245,674      189,834
                                                                    -----------  -----------

        Total other expense                                             773,380      702,300
                                                                    -----------  -----------
        Income before provision for income tax                          191,509      100,887

Provision for income taxes                                               83,900       38,155

        Net income (loss)                                           $   107,609  $    62,732
                                                                    ===========  ===========
Net earnings (loss) per common share based on average outstanding
    of 777,895 in 2004 and 777,895 in 2003.                         $       .14  $       .08
                                                                    ===========  ===========

Fully diluted net earnings per common share based on average
    outstanding shares of 814,129 in 2004.                          $       .13  $       .08
                                                                    ===========  ===========
</TABLE>


See accompanying notes to financial statements


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                     FNBG BANCSHARES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


                                                   For the three months
                                                     ended March 31,
                                                    2004         2003
                                                 ----------  ------------
<S>                                              <C>         <C>
Net income                                       $  107,609       62,732
                                                 ----------  ------------

Other comprehensive income, net of tax:
  Unrealized gains (losses) on investment
    securities available-for-sale                   106,337      (32,311)
  Less income tax expense related to investment
    securities available-for-sale                    37,218       11,309
                                                 ----------  ------------

      Total other comprehensive income               69,119      (21,002)
                                                 ----------  ------------

    Total comprehensive income                   $  176,728       41,730
                                                 ==========  ============
</TABLE>


See accompanying notes to financial statements.


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                                    FNBG BANCSHARES, INC. AND SUBSIDIARIES

                                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                              FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                                  (UNAUDITED)

                                                                                        2004          2003
                                                                                    -------------  -----------
<S>                                                                                 <C>            <C>
Cash flows from operating activities:
  Net income                                                                        $    107,609       62,732
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Provision for loan losses                                                          104,500       81,000
      Depreciation, amortization and accretion                                            88,398       75,559
      Change in:
        Accrued interest receivable and other assets                                      44,999      (62,384)
        Accrued interest payable and other liabilities                                    84,068       43,929
                                                                                    -------------  -----------

              Net cash provided by operating activities                                  429,574      200,836
                                                                                    -------------  -----------

Cash flows from investing activities:

  Purchase of investment securities available for sale                                (1,000,000)  (2,348,468)
  Proceeds from calls, maturities, and paydowns - available for sale                     374,467    1,601,771
  Purchase of other investments                                                          (28,800)     (45,850)
  Redemption of time deposit                                                                   -       99,000
  Net increase in loans                                                              (11,249,375)  (6,455,560)
  Purchase of premises and equipment                                                      (2,248)     (35,344)
                                                                                    -------------  -----------

              Net cash used by investing activities                                  (11,905,956)  (7,184,451)
                                                                                    -------------  -----------

Cash flows from financing activities:
  Net increase in deposits                                                            13,184,472    5,813,503
  Increase in notes payable                                                               45,000
  Proceeds from stock option exercise                                                          -            -
                                                                                    -------------  -----------

              Net cash provided by financing activities                               13,229,472    5,813,503
                                                                                    -------------  -----------

Net change in cash and cash equivalents                                                1,753,090   (1,170,112)

Cash and cash equivalents at beginning of the period                                   5,374,656    5,444,417
                                                                                    -------------  -----------

Cash and cash equivalents at end of the period                                      $  7,127,746    4,274,305
                                                                                    =============  ===========

Noncash investing activities:
  Change in unrealized gains (losses) on securities available for sale, net of tax  $     69,119      (21,002)

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                                          $    384,072      123,475
                                                                                                            -
</TABLE>


See accompanying notes to financial statements.


                                      -6-
<PAGE>
                     FNBG BANCSHARES, INC. AND SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


(1)  BASIS  OF  PRESENTATION
     Effective  January 1, 2004, shareholders of First National Bank of Gwinnett
     exchanged  their  common  shares  for  a  like  number  of  shares  in FNBG
     Bancshares,  Inc.  $1  par  value  common  stock. FNBG Bancshares is a Bank
     Holding  Company  and  will  undergo  periodic  examinations by the Federal
     Reserve.  All significant intercompany transactions have been eliminated in
     consolidation.  The  statements of operation, comprehensive income and cash
     flows  for  the  three  months ended March 31, 2004 include the accounts of
     First  National  Bank  of  Gwinnett  and  FNBG Bancshares, Inc. while those
     statements  for  the  three  months  ended  March 31, 2003 include only the
     accounts  of  First  National  Bank  of  Gwinnett.

     The  interim financial statements included herein are unaudited but reflect
     all  adjustments  which,  in the opinion of management, are necessary for a
     fair  presentation  of the financial position and results of operations for
     the  interim  period  presented.  All  such  adjustments  are  of  a normal
     recurring  nature. The results of operations for the period ended March 31,
     2004  are  not  necessarily  indicative  of  the  results  of a full year's
     operations.

     The  accounting principles followed by the Bank and the methods of applying
     these  principles  conform  with  generally  accepted accounting principles
     (GAAP) and with general practices within the banking industry. In preparing
     financial  statements  in  conformity  with GAAP, management is required to
     make  estimates  and  assumptions  that  affect the reported amounts in the
     financial  statements. Actual results could differ significantly from those
     estimates.  Material  estimates  common  to  the  banking industry that are
     particularly  susceptible  to  significant change in the near term include,
     but  are  not  limited  to,  the  determinations  of the allowance for loan
     losses, the valuation of real estate acquired in connection with or in lieu
     of  foreclosure on loans, and valuation allowances associated with deferred
     tax  assets,  the  recognition of which are based on future taxable income.

(2)  CASH  AND  CASH  EQUIVALENTS
     For  presentation  in  the  financial statements, cash and cash equivalents
     include  cash  on  hand,  amounts  due  from  banks and federal funds sold.

(3)  NET  EARNINGS  PER  COMMON  SHARE
     Net  earnings  per common share are based on the weighted average number of
     common  shares outstanding during the period while the effects of potential
     common  shares  outstanding  during  the  period  are  included  in diluted
     earnings  per  share.  Potential  common shares are present for all periods
     presented  in  the  form  of  stock  options  and  stock  warrants.

(4)  STOCK  BASED  COMPENSATION
     Statement  of  Financial  Accounting  Standards  No.  123  ("SFAS  123"),
     "Accounting  for Stock-Based Compensation," encourages but does not require
     entities  to  compute  fair  value  of  options at the date of grant and to
     recognize  such  costs  as  compensation expense immediately if there is no
     vesting  period  or  ratably  over  the  vesting period of the options. The
     Company  has  chosen  not  to adopt the cost recognition principles of this
     statement  and,  as permitted by SFAS 123, accounts for stock options under
     Accounting Principles Board Opinion No. 25 and its related interpretations.
     Had  compensation  costs been determined upon the fair value of the options
     at  the time of the grant dates consistent with the method of SFAS No. 123,
     net  earnings  would  have reflected the proforma accounts in the following
     table:


                                      -7-
<PAGE>
<TABLE>
<CAPTION>
(5)  STOCK  BASED  COMPENSATION,  CONTINUED


     Proforma  Stock  Compensation  Table


                                                                   FOR THE THREE MONTHS ENDED MARCH 31.
                                                                       2004                  2003
                                                               ---------------------  -------------------
<S>                                                            <C>                    <C>
Net earnings as reported                                       $            107,609   $           62,732
Proforma stock-based compensation cost adjustments associated
with new grants net of tax                                                   (1,382)              (1,145)
                                                               ---------------------  -------------------
Proforma net earnings                                          $            106,227   $           61,587
                                                               =====================  ===================

Basic Earnings per share, as reported                          $                .14   $              .08
Proforma stock-based compensation cost adjustments associated
with new grants net of tax, per share                                             -                    -
                                                               ---------------------  -------------------
Basic proforma earning, per share                              $                .14   $              .08
                                                               =====================  ===================

Diluted earnings per share, as reported                        $                .13   $              .08
Proforma stock-based compensation cost adjustments associated
with new grants net of tax, per share                                             -                    -
                                                               ---------------------  -------------------
Diluted proforma earnings, per share                           $                .13   $              .08
                                                               =====================  ===================
</TABLE>



     The  fair  value of each option is estimated on the date of grant using the
     Minimum  Value pricing model with the following assumptions: dividend yield
     of  0%;  risk  free interest rate of 4.0% and an expected life of 10 years.


                                      -8-
<PAGE>
ITEM  2.

                     FNBG BANCSHARES, INC. AND SUBSIDIARIES

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                              OR PLAN OF OPERATIONS

               For the Three Months Ended March 31, 2004 and 2003

FINANCIAL  CONDITION

     Total assets at March 31, 2004 were $101,681,551 representing a $13,532,632
(15.35%)  increase  from  December  31,  2003.  Deposits  increased  $13,184,472
(16.47%)  from  December  31,  2003.  Loans increased $11,144,875 (16.04%).  The
increase  in  loan  volume  is  due primarily to an increase in loans to finance
commercial  real  estate.  Investment securities increased $714,262 (8.16%) from
December  31,  2003.  The  allowance  for  loan  losses  at  March  31, 2004 was
$932,754,  compared  to  the December 31, 2003 balance of $854,000, representing
1.15%  of total loans at March 31, 2004, compared to 1.21% at December 31, 2003.
Cash  and  cash  equivalents  increased  $1,753,090  from  December  31,  2003.

     The  Bank was most recently examined by its primary regulatory authority in
November 2003. There were no recommendations by the regulatory authority that in
management's  opinion  will  have  material  effects on the Company's liquidity,
capital  resources  or  operations.

RESULTS  OF  OPERATIONS

     Net  interest  income increased $311,919 (51.00%) in the first three months
of  2004  compared  to  the same period for 2003.  Interest income for the first
three  months  of  2004  was  $1,327,640  representing  an  increase of $380,862
(40.23%)  over  the  same  period in 2003.  Interest expense for the first three
months  of  2004 increased $68,943 (20.63%) compared to the same period in 2003.
The  increase  in  net  interest  income  during  the first three months of 2004
compared to the same period of 2003 is primarily attributable to the increase in
the  volume  of  loans  and  investments.

     For  the  three  months  ended  March 31, 2004, the Bank's yield on earning
assets was 6.10% while the cost of funding sources was 2.09%. While net interest
spread  was  4.02%,  net  interest  margin,  which  considers  the  effect  of
non-interest  bearing  deposits was 4.21%. The overall results of operations are
materially  consistent  with  the  year  to  date  planned/ budgeted operations.

     The  Bank analyzes its allowance for loan losses on a monthly basis.  As of
March  31, 2004, the provision for loan losses was $104,500, compared to $81,000
for  the  same  period  on 2003.  Management is providing the provision for loan
losses  based  on  the  Bank's  internal  Loan  Loss Reserve Calculation.  It is
management's  belief  that  the  allowance for loan losses is adequate to absorb
possible  losses  in  the  portfolio.

     Other income for the first three months of 2004 decreased $126,717 compared
to the first three months of 2003.  This decrease is primarily attributable to a
decrease  in fee income on mortgage loans originated. The decrease in fee income
on  mortgage  loans  originated  is due to an increase in mortgage rates and the
conclusion of a strong refinance market of 2003.

     Other  expenses  for the three months of 2004 increased $71,080 compared to
the  first  three months in 2003.  The net increase is primarily attributable to
the formation of the Holding Company and the growth of the Bank, as well as, the
resulting growth in the number of employees and operating costs.


                                      -9-
<PAGE>
LIQUIDITY

     The  Bank  must  maintain,  on a daily basis, sufficient funds to cover the
withdrawals  from  depositors'  accounts and to supply new borrowers with funds.
To  meet  these  obligations,  the  Bank  keeps  cash on hand, maintains account
balances with its correspondent banks, and purchases and sells federal funds and
other  short-term  investments.  Asset and liability maturities are monitored in
an attempt to match these to meet liquidity needs.  It is the policy of the Bank
to monitor its liquidity to meet regulatory requirements and their local funding
requirements.

     The  Bank maintains relationships with correspondent banks that can provide
funds  to  it  on  short notice, if needed.  Presently the Bank has arrangements
with  three commercial banks for short term unsecured advances up to $6,000,000.

CAPITAL

     The  following  tables present First National Bank of Gwinnett's regulatory
capital  position  at  March  31,  2004:

<TABLE>
<CAPTION>
Risk-Based Capital Ratios
-------------------------
<S>                                                <C>
Tier 1 Tangible Capital, Actual                    8.66%
Tier 1 Tangible Capital minimum requirement        4.00%
                                                   -----

Excess                                             4.66%
                                                   =====

Total Capital, Actual                              9.67%
Total Capital minimum requirement                  8.00%
                                                   -----

Excess                                             1.67%
                                                   =====

Leverage Ratio
--------------

Tier 1 Tangible Capital to adjusted total assets
   ("Leverage Ratio")                              8.58%
Minimum leverage requirement                       4.00%
                                                   -----

Excess                                             4.58%
                                                   =====
</TABLE>



ITEM  3.  CONTROLS  AND  PROCEDURES

          At March 31, 2004, an evaluation was performed, under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on that  evaluation, the Company's management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective at timely alerting them to material
information relating to the Company (including its consolidated subsidiary) that
is required to be included in the Company's periodic filings with the Securities
and Exchange Commission.  There have been no changes in the Company's internal
control over financial  reporting during the three-months ended March 31, 2004
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.


                                      -10-
<PAGE>
PART II.  OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     There  are  no  material, pending legal proceedings to which the Company or
any  of  its  subsidiaries  is  a party or of which any of their property is the
subject.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     (a)  Not  applicable.
     (b)  Not  applicable.
     (c)  Not  applicable.
     (d)  Not  applicable.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

          Not  applicable.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

          None.

ITEM  5.  OTHER  INFORMATION

          None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits:
     The  following  documents  are incorporated by reference and made a part of
this  report.

<TABLE>
<CAPTION>
Exhibit
Number   Exhibit
-------  -------
<S>      <C>

  3.1    Articles of Incorporation of FNBG Bancshares, Inc.

  3.2    Bylaws of FNBG Bancshares, Inc.

  4.1    See Exhibits 3.1 and 3.2 for provisions of Articles of Incorporation and Bylaws, which define the
         rights of the holders of common stock of the Company.

  10.1   Employment Agreement with Terry C. Evans dated April 20, 2004.

  10.2   Employment Agreement with Martha E. Brown dated April 20, 2004.

  10.3   Employment Agreement with E. Paul Jones dated April 20, 2004.

  31.1   Certification of the Chief Executive Officer pursuant to Rule 15d-14(a) of the Exchange Act

  31.2   Certificate of the Chief Financial officer pursuant to Rule 15d-14(a) of the Exchange Act

  32     Certification by Chief Executive Officer and Chief Financial officer pursuant to section 906 of the
         Sarbanes-Oxley Act of 2002
</TABLE>

     (b)  Reports  on  Form  8-K

     The  Company  filed a report on Form 8-K on January 20, 2004, together with
an  amendment  thereto on March 16, 2004. These documents describe the formation
of the Company as a single-bank holding company via a one-for-one share exchange
whereby  holders  of  shares  of common stock of First National Bank of Gwinnett
exchanged  their  shares  for  shares  of  common  stock  of  the  Company.


                                      -11-
<PAGE>
                                   SIGNATURES


     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.

                                      FNBG BANCSHARES, INC.
                                      (Registrant)



     Date:  5/17/04                   By:  /s/Terry C. Evans
                                           -------------------------------------
                                           Terry C. Evans
                                           President and Chief Executive Officer





     Date:  5/17/04                   By:  /s/Martha E. Brown
                                           -------------------------------------
                                           Martha E. Brown
                                           Chief Financial Officer


                                      -12-
<PAGE>