SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



---

FORM 10-QSB

|[X]   |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE                            SECURITIES EXCHANGE ACT OF 1934
|----- |  | ------------------------------------------------------------------------------------------------------------
|      |  | For the quarterly period ended June 30, 2001                                                                
|[   ] |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE                                   EXCHANGE ACT           
|      |  | For the transition period from ______ to ________                                                           

Commission file number 0-25070.

**LSB FINANCIAL CORP.**
(Exact Name of Small Business Issuer as Specified in its Charter)

|Indiana(State or other jurisdiction ofIncorporation or organization)        |  | 35-1934975(I.R.S. EmployerIdentification No.)
|--------------------------------------------------------------------------- |  | ---------------------------------------------
|101 Main Street, Lafayette, Indiana(Address or principal executive offices) |  | 47902(Zip Code)                              

Issuer's telephone number, including area code: (765) 742-1064

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

|CLASS                                  |  | OUTSTANDING AT JULY 31, 2001
|-------------------------------------- |  | ----------------------------
|Common stock, par value $.01 per share |  | 1,385,496                   

Transitional Small Business Disclosure Format:   YES [  ]   NO [X]

LSB FINANCIAL CORP.

INDEX

|PART I.                                                    | FINANCIAL INFORMATION                               | 1    
|---------------------------------------------------------- | --------------------------------------------------- | -----
|Item 1.                                                    | Financial Statements                                | 1    
|Consolidated Statements of Financial Condition             | 1                                                  
|Consolidated Statements of Income                          | 2                                                  
|Consolidated Statements of Changes in Shareholders' Equity | 3                                                  
|Consolidated Statements of Cash Flow                       | 4                                                  
|Notes to Consolidated Financial Statements                 | 5                                                  
|Item 2.                                                    | Management's Discussion of Recent Operating Results | 6-10 
|PART II.                                                   | OTHER INFORMATION                                   | 11-12
|                                                           | SIGNATURES                                          | 13   
|                                                           | EXHIBIT INDEX                                       | 14   

|LSB FINANCIAL CORP.CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION(Dollars in thousands)
|---------------------------------------------------------------------------------------
|                                                                                       
|                                                                                       
|                                                                                       
|Assets                                                                                 
|                                                                                       
|Cash and due from banks                                                                
|Short-term investments                                                                 
|Available-for-sale securities                                                          
|Loans held for sale                                                                    
|Portfolio loans                                                                        
|Less: Allowance for loan losses                                                        
|Net portfolio loans                                                                    
|                                                                                       
|Premises and equipment, net                                                            
|FHLB stock, at cost                                                                    
|Accrued interest receivable and other assets                                           
|Total Assets                                                                           
|                                                                                       
|Liabilities and Shareholders' Equity:                                                  
|                                                                                       
|Liabilities                                                                            
|Deposits                                                                               
|Advances from FHLB                                                                     
|Note payable                                                                           
|Accrued interest payable and other liabilities                                         
|Total liabilities                                                                      
|                                                                                       
|                                                                                       
|Shareholders' Equity:                                                                  
|Common stock                                                                           
|Additional paid-in-capital                                                             
|Retained earnings                                                                      
|Unearned ESOP shares                                                                   
|Unamortized cost of recognition and retention plan                                     
|Accumulated other comprehensive income                                                 
|Total shareholders' equity                                                             
|Total liabilities and shareholders' equity                                             
|                                                                                       
|                                                                                       
|                                                                                       
|See accompanying notes                                                                 

|LSB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
|---------------------------------------------------------------------------------------------------
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Interest Income                                                                                    
|Loans, including related fees                                                                      
|Available-for-sale securities                                                                      
|FHLB stock                                                                                         
|Total interest income                                                                              
|                                                                                                   
|Interest Expense                                                                                   
|Deposits                                                                                           
|Borrowings                                                                                         
|Total interest expense                                                                             
|                                                                                                   
|Net interest income                                                                                
|Provision for loan losses                                                                          
|Net interest income after provision for loan losses                                                
|                                                                                                   
|Non-interest Income                                                                                
|Service charges and fees                                                                           
|Net gain on mortgage loans originated for sale                                                     
|Gain on sale of securities                                                                         
|Other                                                                                              
|Total non-interest income                                                                          
|                                                                                                   
|Non-interest Expense                                                                               
|Salaries and benefits                                                                              
|Occupancy and equipment, net                                                                       
|Computer service                                                                                   
|Advertising                                                                                        
|Other                                                                                              
|Total non-interest expense                                                                         
|                                                                                                   
|Income before income taxes                                                                         
|Less: income taxes                                                                                 
|Net income                                                                                         
|                                                                                                   
|Earnings per share (Note 3)                                                                        
|Diluted Earnings per share                                                                         
|Book value per share                                                                               
|                                                                                                   
|See accompanying notes                                                                             

|LSB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
(Dollars in thousands)
|-----------------------------------------------------------------------------------------------------
|                                                                                                     
|Balance at January 1, 2000                                                                           
|Exercise of stock options                                                                            
|ESOP shares earned                                                                                   
|RRP expense                                                                                          
|Retired RRP shares                                                                                   
|Dividends paid                                                                                       
|Comprehensive income                                                                                 
|Net income                                                                                           
|Change in unrealized gain/(loss)                                                                     
|Total comprehensive income                                                                           
|                                                                                                     
|Balance at June 30, 2000                                                                             
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Balance at January 1, 2001                                                                           
|Exercise of stock options                                                                            
|ESOP shares earned                                                                                   
|RRP expense                                                                                          
|Retired RRP shares                                                                                   
|Dividends paid                                                                                       
|Comprehensive income                                                                                 
|Net income                                                                                           
|Change in unrealized gain/(loss)                                                                     
|Total comprehensive income                                                                           
|                                                                                                     
|Balance at June 30, 2001                                                                             
|                                                                                                     

|LSB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
|--------------------------------------------------------------------------------
|                                                                                
|                                                                                
|                                                                                
|Cash Flows from Operating Activities                                            
|Net Income                                                                      
|Adjustments to reconcile net income to net  cash from operating activities      
|Depreciation and amortization                                                   
|Net amortization/(accretion) on securities                                      
|Gain on sale of securities                                                      
|Writedown of loans held for sale                                                
|Gain on sale of loans                                                           
|Loans originated for sale, net of sales proceeds                                
|Provision for loan losses                                                       
|Employee stock ownership plan shares earned                                     
|Change in assets and liabilities                                                
|Accrued interest receivable                                                     
|Other assets                                                                    
|Accrued interest payable                                                        
|Other liabilities                                                               
|Net cash provided by operating activities                                       
|                                                                                
|Cash Flows from Investing Activities                                            
|Purchases of available-for-sale securities                                      
|Proceeds from paydowns and maturities of  available-for-sale securities         
|Sales of available-for-sale securities                                          
|Purchase of Federal Home Loan Bank stock                                        
|Loans made to customers net of payments received                                
|Property and equipment expenditures                                             
|Net cash from investing activities                                              
|                                                                                
|Cash Flows from Financing Activities                                            
|Net change in deposits                                                          
|Proceeds from Federal Home Loan Bank advances                                   
|Payments on Federal Home Loan Bank advances                                     
|Payments on note payable                                                        
|Dividends paid                                                                  
|Stock options exercised                                                         
|Net cash from financing activities                                              
|                                                                                
|Net change in cash and equivalents                                              
|Cash and equivalents at January 1                                               
|                                                                                
|Cash and equivalents at June 30                                                 
|                                                                                
|See accompanying notes                                                          

LSB FINANCIAL CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001

Note 1 - General

The financial statements were prepared in accordance with the instructions for Form 10-QSB and,
therefore, do not include all of the disclosures necessary for a complete presentation of financial
position, results of operations and cash flows in conformity with generally accepted accounting
principles.  These interim financial statements have been prepared on a basis consistent with the
annual financial statements and include, in the opinion of management, all adjustments, consisting
of only normal recurring adjustments, necessary for a fair presentation of the results of operations
and financial position for and at the end of such interim periods.

Note 2 - Principles of Consolidation

The accompanying financial statements include the accounts of LSB Financial Corp., its wholly
owned subsidiary Lafayette Savings Bank, FSB, and Lafayette Savings' wholly owned subsidiaries,
LSB Service Corporation and Lafayette Insurance and Investments, Inc.  All significant
intercompany transactions have been eliminated upon consolidation.

Note 3 - Earnings per share

Earnings per share are based upon the weighted average number of shares outstanding during the
period.  Diluted earnings per share further assume the issuance of any potentially dilutive shares.
Unearned ESOP shares are not considered to be outstanding for the earnings per share computation.
The following table presents information about the number of shares used to compute earnings per
share and the results of the computations:

|                                                                      | **Quarter ended June 30,** | **Year-to-Date June 30,**
|--------------------------------------------------------------------- | -------------------------- | -------------------------
|                                                                      | **2000**                   | **2001**                 
|Weighted average shares outstanding  (excluding unearned ESOP shares) | 1,316,280                  | 1,334,608                
|Shares used to compute diluted  earnings per share                    | 1,334,098                  | 1,358,865                
|Earnings per share                                                    | $0.36                      | $0.41                    
|Diluted earnings per share                                            | $0.36                      | $0.41                    

**MANAGEMENT'S DISCUSSION OF RECENT OPERATING RESULTS**

All references in this quarterly report to "we," "us," "our," and the "Company" refer to LSB
Financial Corp. and/or Lafayette Savings Bank, FSB, as the context requires.

**Financial Condition**

***Comparison of Financial Condition at June 30, 2001 and December 31, 2000.***

Our total assets increased $5.8 million during the six months from December 31, 2000 to
June 30, 2001. This increase was primarily due to a $5.0 million increase in short term investments
and an $827,000 increase in cash and due from banks.  Total loans, including loans held for sale,
remained stable as continuing low interest rates increased the number of borrowers refinancing to
fixed rate loan  products which we sell on the secondary market as part of our interest rate risk
strategy.  This increase in investments was accompanied by a $7.7 million increase in deposits which
management attributes to ongoing marketing efforts and to the appeal of the safety of bank deposits
to investors with funds in more volatile non-deposit investment products.  Non-performing and
restructured loans increased from $984,000 at December 31, 2000 to $1.8 million at June 30, 2001
due primarily to the addition of $954,000 in loans on one-to-four family residences, partially offset
by a $116,000 decrease in loans on land and commercial real estate.  Shareholders' equity increased
from $21.8 million at December 31, 2000 to $22.7 million at June 30, 2001, an increase of  $959,000
due primarily to net income partially offset by the payment of a cash dividend.

**Results of Operations**

***Comparison of Operating Results for the Six Months and the Quarter Ended June 30, 2001 and June 30, 2000.***

***General.***   Net income for the six months ended June 30, 2001 was $1.1 million, an
increase of $46,000, or 4.51%, over the six months ended June 30, 2000.   This increase was due
primarily to a $232,000 increase in non interest income partially offset by a $216,000 increase in
non-interest expenses.  Net income for the second quarter of 2001 was $551,000, an increase of
$76,000 from the same period in 2000, due primarily to a $113,000 increase in non interest income,
offset by a $21,000 decrease in net interest income.

***Net Interest Income.***   Net interest income for the six months ended June 30, 2001 was $4.3
million, an increase of $16,000, or 0.38%, over the same period in 2000.  Net interest income for the
second quarter of 2001 decreased $21,000, or 0.97%, compared to the same period in 2000.  These
changes were primarily due to a decrease in net interest margin (net interest income divided by
average interest-earning assets) from 3.39% for the six months ended June 30, 2000 to 3.09% for
the six months ended June 30, 2001 and from 3.36% for the quarter ended June 30, 2000 to 3.07%

for the same period in 2001, offset by increases in net earning assets of $1.0 million and $335,000
in each of those periods respectively.

Interest income on loans increased $1.0 million or 11.19% for the six months ended June 30,
2001 compared to the same six months in 2000, primarily the result of an increase of $20.6 million
in the average balance of loans outstanding during the period and an increase in the average yield
on loans from 8.18% to 8.35% over the same period.  This increase in average balances was
primarily due to an active residential real estate market resulting from a strong local economy, and
a continuing focus on commercial and consumer loan production.  The increase in average yield
came in spite of the decline in long-term interest rates in the economy beginning in mid-2000 as
many of the additional loans were added to the portfolio early in 2000 when rates were
comparatively high, and also because the falling rates prompted some borrowers to refinance existing
mortgages, often to a fixed rate mortgage loan.   Generally, when borrowers refinance to a fixed rate
product, we typically sell such lower rate loans in the secondary market.  Interest income on loans
increased $406,000 for the second quarter of 2001 compared to the second quarter of 2000 due
primarily to a $17.8 million increase in average loans.

Interest earned on other investments and Federal Home Loan Bank stock increased by
$49,000 for the six months ended June 30, 2001 compared to the same period in 2000. This was the
result of an overall $4.8 million increase in the average balance of other investments and Federal
Home Loan Bank stock, partially offset by an decrease in the average yield from 4.99% for the first
six months of 2000 to 4.47% over the same period in 2001. The yield decrease was generally due
to the rapidly falling short-term interest rates in the economy coupled with the increase in short-term
investments used to facilitate the funding and sale of fixed rate mortgages. Interest income on other
investments and Federal Home Loan Bank stock increased $18,000 for the second quarter of 2001
compared to the second quarter of 2000 due to a $3.7 million increase in the average balance of other
investments and Federal Home Loan Bank stock, offset by lower rates.

Interest expense for the six months ended June 30, 2001 increased $1.1 million or 19.09%
over the same period in 2000.  This increase was primarily due to an increase of $24.4 million in
average interest-bearing liabilities, consisting of an additional $16.0 million in the average balance
of customer deposit accounts and a $8.4 million increase in the average balance of  Federal Home
Loan Bank advances drawn to fund loan demand primarily in the last six months of 2000.  The
average rate paid on interest bearing liabilities increased  from 4.71% for the first six months of 2000
to 5.09% the same period in 2001.  Interest expense increased $445,000 for the second quarter of
2001 over the same period in 2000 primarily due to a $21.1 million increase in average interest-bearing liabilities along with an increase in the average rate paid from 4.78% for the three month
period in 2000 to 5.07% for the same period in 2001.

***Provision for Loan Losses.***   We establish our provision for loan losses based on a
systematic analysis of risk factors in the loan portfolio.  The analysis includes evaluation of
concentration of credit, past loss experience, current economic conditions, the amount and
composition of the loan portfolio, estimated fair value of the underlying collateral, loan
commitments outstanding, delinquencies and industry standards.  From time to time, management

also uses the services of a consultant to assist in the evaluation of its growing multi-family and
commercial real estate loan portfolio.  Management's analysis results in allocation of allowance
amounts to each loan type. We recorded a $72,000 provision for loan losses during the six months
of both 2001 and 2000 as a result of analyzing our current loan portfolios.  There were $1.8 million
of non-performing or restructured loans at June 30, 2001 compared to $417,000 of non-performing
or restructured loans at June 30, 2000.  The $1.8 million in non-performing loans at June 30, 2001
were comprised of $1.3 million of loans on 1-4 family residences, $468,000 in loans on land or
commercial property and $31,000 in consumer loans. The increase in non-performing loans can be
attributed to the general slowdown in the economy.  The diversity of employment in our market area
serves to buffer us from the effects of slowdowns, however there are often specific industries that
are harder hit than others.  At June 30, 2001, our allowance equaled $1.1 million or 0.43% of net
loans receivable compared to 0.41% at June 30, 2000.  Although we maintain our allowance for loan
losses at a level we consider to be adequate to provide for losses, there can be no assurance that
future losses will not exceed estimated amounts or that additional provisions for loan losses will not
be required in future periods.

***Non-Interest Income.***   Non-interest income for the six months ended June 30, 2001
increased by $232,000, or 37.97%, compared to the same period in 2000.  This was primarily due
to a $182,000 increase in the gain on the sale of mortgage loans in the secondary market resulting
from the increased sales activity and a $120,000 increase in service charges and fees on deposit
accounts due to the increased number of these accounts, partially offset by a decrease of $70,000
in fees on various debit and credit card products and other services.  Non-interest income for the
second quarter of 2001 increased by $113,000 over the same period in 2000, due to the same reasons set forth above.

***Non-Interest Expense.***   Non-interest expense for the six months ended June 30, 2001
increased $216,000 over the same period in 2000  due primarily to a $203,000 increase in salaries
and benefits and a $79,000 increase in other non-interest expenses, partially offset by an $84,000
decrease in occupancy expenses.  The increase in salaries and benefits included merit increases
and costs related to the hiring of a senior executive in anticipation of the expected retirement of
the current CEO, and an increase in full-time equivalents due to the opening of a new branch in
April 2001.  The $84,000 decrease in occupancy and equipment expense resulted from finalizing
the expected lives and estimated depreciation expense related to significant construction and
renovation projects in 2000 and 2001.  Non-interest expense for the second quarter of 2001
decreased by $2,000 over the same period in 2000, affected by the matters mentioned above.  A
change in the payroll process also resulted in the second quarter of 2000 having one more pay period
than the same quarter in 2001.

***Income Tax Expense.***   The Company's income tax provision decreased by $14,000 for the
six months ended June 30, 2001, compared to the same period in 2000, and increased $18,000 for
the second quarter of 2001 compared to the same period in 2000.  These changes were driven by
changes in income before tax and by a lower effective tax rate in 2001, compared to 2000.

***Liquidity.***   Liquidity management is both a daily and long-term function for our senior
management. We adjust our investment strategy, within the limits established by the investment
policy, based upon assessments of expected loan demand, expected cash flows, Federal Home Loan
Bank advance opportunities, market yields and objectives of our asset/liability management program.
Base levels of liquidity have generally been invested in interest-earning overnight and time deposits
with the Federal Home Loan Bank of Indianapolis.  Funds for which a demand is not foreseen in the
near future are invested in investment and other securities for the purpose of yield enhancement and
asset/liability management.

Our current internal policy for liquidity is 6% to 8%. Our liquidity ratios at December 31,
2000 and June 30, 2001 were 9.41% and 12.63%, respectively. We expect the liquidity level to
decline as short-term investment are used to repay  Federal Home Loan Bank advances or are used
to fund loans or longer term deposits.

***Capital Resources.***   Shareholders' equity totaled $22.7 million at June 30, 2001 compared
to $21.8 million at December 31, 2000, an increase of $959,000 or 4.41%, due to net income of $1.1
million, offset by $266,000 of cash dividends paid to shareholders.

Federal regulations require Lafayette Savings Bank to maintain certain minimum levels of
regulatory capital.  The regulations currently require that core capital be at least 4.0% of total assets,
and that risk based capital be at least 8.0% of risk-based assets.  At June 30, 2001 our capital ratios
were as follows:

|                   | Amount(000) | Percent ofApplicableassets
|------------------ | ----------- | --------------------------
|Tangible Capital   | $21,120     | 7.55%                     
|Requirement        | $4,314      | 1.50%                     
|Excess             | $17,406     | 6.05%                     
|                   |             |                           
|Core capital       | $21,720     | 7.55%                     
|Requirement        | $11,513     | 4.00%                     
|Excess             | $10,207     | 3.55%                     
|                   |             |                           
|Risk-based capital | $22,789     | 11.55%                    
|Requirement        | $15,786     | 8.00%                     
|Excess             | $7,003      | 3.55%                     

**REGARDING FORWARD-LOOKING STATEMENTS**

This document, including information included or incorporated by reference, contains, and
future filings by LSB Financial of Form 10-KSB, Form 10-QSB and Form 8-K and future oral and
written statements by LSB Financial and our management may contain, forward-looking statements
about LSB Financial and its subsidiaries which we believe are within the meaning of the Private
Securities Litigation Reform Act of 1995.  These forward-looking statements include, without
limitation, statements with respect to anticipated future operating and financial performance, growth
opportunities, interest rates, cost savings and funding advantages expected or anticipated to be
realized by management.  Words such as  "may", "could", "should", "would", "believe",
"anticipate", "estimate", "expect", "intend", "plan" and similar expressions are intended to identify
forward-looking statements.  Forward-looking statements by LSB Financial and its management are
based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of
management and are not guarantees of future performance.  We disclaim any obligation to update
or revise any forward-looking statements based on the occurrence of future events, the receipt of new
information or otherwise.  The important factors we discuss below and elsewhere in this document,
as well as other factors discussed under the caption "Management's Discussion of Recent Operating
Results" in this document and identified in our filings with the SEC and those presented elsewhere
by our management from time to time, could cause actual results to differ materially from those
indicated by the forward-looking statements made in this document:

The following factors, many of which are subject to change based on various other factors
beyond our control, could cause our financial performance to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such forward-looking statements:

- the strength of the United States economy in general and the strength of the local
economies in which we conduct our operations;
- the effects of, and changes in, trade, monetary and fiscal policies and laws; including
interest rate policies of the Federal Reserve Board;
- inflation, interest rate, market and monetary fluctuations;
- the timely development of and acceptance of our new products and services of
Lafayette Savings and the perceived overall value of these products and services by
users, including the features, pricing and quality compared to competitors' products
and services;
- the willingness of users to substitute our products and services for the products and
services of our competitors;
- the  success of Lafayette Savings in gaining regulatory approval of its products and
services, when required;
- the impact of changes in financial services' laws and regulations (including laws
concerning taxes, banking, securities and insurance);
- the impact of technological changes;
- acquisitions;
- changes in consumer spending and saving habits; and
- our success at managing the risks involved in the foregoing.

**PART II - OTHER INFORMATION**

Item 1.  LEGAL PROCEEDINGS

The Company, from time to time, is involved as plaintiff or defendant in various legal actions arising in the normal course of business.  While the ultimate outcome of these proceedings cannot be predicted with certainty, it is the opinion of management, after consultation with counsel representing the Company in the proceedings, that the resolution of any prior and pending proceedings should not have a material effect on the Company or the Bank's financial condition or results of operations.

Item 2.  CHANGES IN SECURITIES

None to be reported.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None to be reported.

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

(a)   On April 18, 2001, LSB Financial Corp. held its Annual Meeting of Stockholders ("Meeting").

(b)   Not applicable.

(c)   Stockholders of the Company voted on the following matters at the meeting.

Election of the following persons as directors of the Company for terms of three years:

|                     | VotesFor  | VotesWithheld
|-------------------- | --------- | -------------
|Harry A. Dunwoody    | 1,194,253 | 13,652       
|Mariellen M. Neudeck | 1,199,360 | 8,545        
|Charles W. Shook     | 1,197,043 | 10,862       

|                                                                                                                                  | VotesFor  | VotesAgainst | Abstentions | BrokerNon-votes
|--------------------------------------------------------------------------------------------------------------------------------- | --------- | ------------ | ----------- | ---------------
|Ratification ofthe appointmentof Crowe,Chizekand Company LLPas auditors of theCompany for thefiscal year endingDecember 31, 2001. | 1,195,999 | 9,142        | 2,764       | -0-            

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

See exhibit index.

(b)   Reports on Form 8-K

None to be reported.

**SIGNATURES**

In accordance with the requirements of the Exchange Act, the Registrant has caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                     | LSB FINANCIAL CORP.       (Registrant)                                                             
|-------------------- | ---------------------------------------------------------------------------------------------------
|Date August 8, 2001  | /s/ JOHN W. COREY       John W. Corey, President       (Principal Executive Officer)               
|Date August 8,  2001 | /s/ MARY JO DAVID       Mary Jo David, Treasurer       (Principal Financial and Accounting Officer)

******INDEX TO EXHIBITS**

|RegulationS-K ExhibitNumber | Document                                                                                                                                                                                                                                 
|--------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3                           | Articles of Incorporation and Bylaws, filed on September 21, 1994 as exhibits to
Registrant's Registration Statement on Form S-1 (File No. 33-84266), are
incorporated by reference.                                                     
|4                           | Registrant's Specimen Stock Certificate, filed on September 21, 1994 as exhibits
to Registrant's Registration Statement on Form S-1 (File No. 33-84266), is
incorporated by reference.                                                   
|10.1                        | Registrant's 1995 Stock Option and Incentive Plan, filed on July 11, 1995 as
Appendix A to  Registrant's  Proxy Statement on Schedule 14A (File No. 0-25070), is incorporated herein by reference.                                       
|10.2                        | Severance Agreement by and between the Registrant's operating subsidiary and
John W. Corey, filed on September 21, 1994 as exhibits to Registrant's
Registration Statement on Form S-1 (File No. 33-84266), is incorporated by
reference.
|10.3                        | Registrant's 1995 Recognition and Retention Plan, filed on July 11, 1995 as
Appendix B to  Registrant's  Proxy Statement on Schedule 14A (File No. 0-25070), is incorporated herein by reference.                                        
|11                          | Statement re computation of per share earnings