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

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

For the transition period from __________________ to __________________



**PERRY COUNTY FINANCIAL CORPORATION**

---

|Missouri(State or other jurisdiction of incorporationor organization) |  | 43-1694505(I.R.S. Employer
Identification No.)
|--------------------------------------------------------------------- |  | ----------------------------------------------

|14 North Jackson Street, Perryville, Missouri(Address of principal executive offices) |  | 63775-1334(Zip Code)
|------------------------------------------------------------------------------------- |  | --------------------



Not applicable

---

Indicate the number of shares outstanding of the issuer's classes of common stock, as of
the latest practicable date.

|Common StockClass Stock, par value $.01 per share |  | 741,928 Shares Outstanding April 27, 2001
|------------------------------------------------- |  | -----------------------------------------



|                                                                                              | PAGE NO.
|--------------------------------------------------------------------------------------------- | --------
|PART I -- Financial Information (Unaudited)                                                   |         
|Consolidated Balance Sheets                                                                   | 1       
|Consolidated Statements of Operations                                                         | 2 and 3 
|Consolidated Statements of Comprehensive Earnings (Loss)                                      | 4       
|Consolidated Statements of Cash Flows                                                         | 5       
|Notes to Consolidated Financial Statements                                                    | 6       
|Management's Discussion and Analysis of         Financial Condition and Results of Operations | 8       
|PART II -- Other Information                                                                  | 12      





|Assets                                                                                                            | March 31,
2001 | September 30,
2000
|----------------------------------------------------------------------------------------------------------------- | -------------- | ------------------
|                                                                                                                  |                |                   
|Cash and cash equivalents                                                                                         | $42,067,073    | 33,551,233        
|Securities available for sale, at market value (amortized  cost of $2,974,364 and $4,938,404)                     | 3,016,751      | 4,950,056         
|Federal Home Loan Bank stock                                                                                      | 750,000        | 750,000           
|Mortgage-backed securities available for sale,
  at market value (amortized cost of $31,639,452  and $35,125,029) | 31,821,444     | 34,265,602        
|Loans receivable, net                                                                                             | 18,186,412     | 17,685,109        
|Premises and equipment, net                                                                                       | 274,898        | 288,416           
|Accrued interest receivable:                                                                                      |                |                   
|Securities                                                                                                        | 79,426         | 98,201            
|Mortgage-backed securities                                                                                        | 179,429        | 196,629           
|Loans receivable                                                                                                  | 71,753         | 72,530            
|Deferred tax asset                                                                                                | 591,876        | 1,104,907         
|Refundable income taxes                                                                                           | 948,636        | 948,636           
|Other assets                                                                                                      | 38,454         | 37,905            
|Total assets                                                                                                      | $98,026,152    | 93,949,224        
|                                                                                                                  |                |                   
|Liabilities and Stockholders' Equity                                                                              |                |                   
|                                                                                                                  |                |                   
|Deposits                                                                                                          | $69,862,799    | 66,608,646        
|Accrued interest on deposits                                                                                      | 169,015        | 156,265           
|Advances from FHLB of Des Moines                                                                                  | 15,000,000     | 15,000,000        
|Advances from borrowers for taxes and insurance                                                                   | 154,249        | 225,469           
|Other liabilities                                                                                                 | 29,357         | 82,289            
|Accrued income taxes                                                                                              | 28,657         | 30,485            
|Total liabilities                                                                                                 | 85,244,077     | 82,103,154        
|Commitments and contingencies                                                                                     |                |                   
|Serial preferred stock, $.01 par value, 1,000,000
  shares authorized; none issued and outstanding                | -              | -                 
|Common stock, $.01 par value; 5,000,000 shares
  authorized;  856,452 shares issued                               | 8,565          | 8,565             
|Additional paid-in capital                                                                                        | 8,274,320      | 8,254,013         
|Common stock acquired by ESOP                                                                                     | (386,320)      | (409,305)         
|Common stock acquired by MRP                                                                                      | (5,436)        | (50,934)          
|Unrealized gain (loss) on securities available for sale, net                                                      | 141,358        | (534,098)         
|Treasury stock at cost, 114,524 shares                                                                            | (2,193,325)    | (2,193,325)       
|Retained earnings - substantially restricted                                                                      | 6,942,913      | 6,771,154         
|Total stockholders' equity                                                                                        | 12,782,075     | 11,846,070        
|Total liabilities and stockholders' equity                                                                        | $98,026,152    | 93,949,224        





|                                                             | Three Months Ended
March 31,
|------------------------------------------------------------ | ----------------------------
|                                                             | 2001                        
|Interest income:                                             |                             
|Loans receivable                                             | $    356,320                
|Mortgage-backed securities                                   | 567,388                     
|Securities                                                   | 90,515                      
|Other interest-earning assets                                | 521,951                     
|Total interest income                                        | 1,536,174                   
|Interest expense:                                            |                             
|Deposits                                                     | 958,461                     
|Advances from FHLB                                           | 206,388                     
|Total interest expense                                       | 1,164,849                   
|Net interest income                                          | 371,325                     
|Provision for loan losses                                    | -                           
|Net interest income after provision
         for loan losses | 371,325                     
|Noninterest income:                                          |                             
|Service charges on NOW accounts                              | 5,207                       
|Loss on securities available for sale                        | -                           
|Loss on MBSs available for sale                              | -                           
|Other                                                        | 1,992                       
|Total noninterest income                                     | 7,199                       
|Noninterest expense:                                         |                             
|Compensation and benefits                                    | 162,890                     
|Occupancy expense                                            | 8,381                       
|Equipment and data processing expense                        | 25,374                      
|SAIF deposit insurance premium                               | 8,263                       
|Other                                                        | 99,811                      
|Total noninterest expense                                    | 304,719                     
|Earnings (loss) before income taxes                          | 73,805                      
|Income taxes                                                 | 38,096                      
|Net earnings (loss)                                          | $    35,709                 
|                                                             |                             
|Basic earnings (loss) per common share                       | $.05                        
|                                                             |                             
|Diluted earnings (loss) per common share                     | $.05                        
|                                                             |                             
|Dividends per share                                          | $.00                        

See accompanying notes to consolidated financial statements.







|                                                             | Six Months Ended
March 31,
|------------------------------------------------------------ | --------------------------
|                                                             | 2001                      
|Interest income:                                             |                           
|Loans receivable                                             | $    698,394              
|Mortgage-backed securities                                   | 1,157,845                 
|Securities                                                   | 180,104                   
|Other interest-earning assets                                | 1,085,432                 
|Total interest income                                        | 3,121,775                 
|Interest expense:                                            |                           
|Deposits                                                     | 1,899,723                 
|Advances from FHLB                                           | 417,405                   
|Total interest expense                                       | 2,317,128                 
|Net interest income                                          | 804,647                   
|Provision for loan losses                                    | -                         
|Net interest income after provision
         for loan losses | 804,647                   
|Noninterest income:                                          |                           
|Service charges on NOW accounts                              | 11,470                    
|Loss on securities available for sale                        | -                         
|Loss on MBSs available for sale                              | -                         
|Other                                                        | 9,705                     
|Total noninterest income                                     | 21,175                    
|Noninterest expense:                                         |                           
|Compensation and benefits                                    | 333,202                   
|Occupancy expense                                            | 15,409                    
|Equipment and data processing expense                        | 47,974                    
|SAIF deposit insurance premium                               | 11,574                    
|Other                                                        | 137,476                   
|Total noninterest expense                                    | 545,635                   
|Earnings (loss) before income taxes                          | 280,187                   
|Income taxes                                                 | 108,428                   
|Net earnings (loss)                                          | $   171,759               
|                                                             |                           
|Basic earnings (loss) per common share                       | $.24                      
|                                                             |                           
|Diluted earnings (loss) per common share                     | $.24                      
|                                                             |                           
|Dividends per share                                          | $.00                      

See accompanying notes to consolidated financial statements.







|                                                                                                 | Three Months EndedMarch 31,
|------------------------------------------------------------------------------------------------ | ---------------------------
|                                                                                                 | 2001                       
|                                                                                                
|Net earnings (loss)                                                                              | $  35,709                  
|Other comprehensive earnings - unrealized gain (loss)  
on securities available for sale, net:   |                            
|Reclassification adjustment for loss, net
      of income taxes, included in net earnings (loss) | -                          
|Unrealized holding gains (losses), net                                                           | 290,057                    
|Comprehensive earnings (loss)                                                                    | $325,766                   

|                                                                                                 | Six Months EndedMarch 31,
|------------------------------------------------------------------------------------------------ | -------------------------
|                                                                                                 | 2001                     
|                                                                                                
|Net earnings (loss)                                                                              | $  171,759               
|Other comprehensive earnings - unrealized gain (loss)  
on securities available for sale, net:   |                          
|Reclassification adjustment for loss, net
      of income taxes, included in net earnings (loss) | -                        
|Unrealized holding gains (losses), net                                                           | 675,456                  
|Comprehensive earnings (loss)                                                                    | $847,215                 





|                                                                                                         | Six Months Ended
March 31,
|-------------------------------------------------------------------------------------------------------- | --------------------------
|                                                                                                         | 2001                      
|Cash flows from operating activities:                                                                    |                           
|Net earnings (loss)                                                                                      | $   171,759               
|Adjustments to reconcile net earnings (loss)    to net cash provided by (used for) operating activities: |                           
|Depreciation expense                                                                                     | 13,518                    
|ESOP expense                                                                                             | 43,293                    
|MRP expense                                                                                              | 45,498                    
|Loss on securities availalbe for sale                                                                    | -                         
|Loss of MBSs available for sale                                                                          | -                         
|Amortization of premiums and discounts, net                                                              | (54,631)                  
|Decrease (increase) in:                                                                                  |                           
|Accrued interest receivable                                                                              | 36,752                    
|Deferred tax asset                                                                                       | 116,333                   
|Refundable income taxes                                                                                  | -                         
|Other assets                                                                                             | (549)                     
|Increase (decrease) in:                                                                                 
|Accrued interest on deposits                                                                             | 12,750                    
|Other liabilities                                                                                        | (52,932)                  
|Accrued income taxes                                                                                     | (1,828)                   
|Net cash provided by (used for) operating activities                                                     | 329,963                   
|Cash flows from investing activities:                                                                    |                           
|Loans originated, net of principal collections                                                           | (501,303)                 
|Mortgage-backed securities available for sale:                                                           |                           
|Purchased                                                                                                | -                         
|Principal collections                                                                                    | 3,504,247                 
|Proceeds from sale                                                                                       | -                         
|Securities available for sale:                                                                           |                           
|Proceeds from maturity or call                                                                           | 2,000,000                 
|Proceeds from sale                                                                                       | -                         
|Purchase of permises and equipment                                                                       | -                         
|Net cash provided by (used for) investing activities                                                     | 5,002,944                 
|Cash flows from financing activities:                                                                    |                           
|Net increase (decrease) in:                                                                              |                           
|Deposits                                                                                                 | 3,254,153                 
|Advances from borrowers for taxes and insurance                                                          | (71,220)                  
|Other                                                                                                    | -                         
|Net cash provided by (used for) financing activities                                                     | 3,182,933                 
|Net increase (decrease) in cash and cash equivalents                                                     | 8,515,840                 
|Cash and cash equivalents at beginning of period                                                         | 33,551,233                
|Cash and cash equivalents at end of period                                                               | $42,067,073               
|Supplemental disclosures of cash flow information:                                                      
|Cash paid during the year for:                                                                          
|Interest on deposits                                                                                     | $ 1,886,973               
|Interest on advances from FHLB                                                                           | 417,405                   
|Federal income taxes                                                                                     | $               -         





|(1) |  | The information contained in the accompanying consolidated financial statements is unaudited.
In the opinion of management, the consolidated financial statements contain all adjustments
(none of which were other than normal recurring entries) necessary for a fair statement of the
results of operations for the interim periods.  The results of operations for the interim periods
are not necessarily indicative of the results which may be expected for the entire fiscal year.
These consolidated financial statements should be read in conjunction with the consolidated
financial statements of the Company for the year ended September 30, 2000 contained in the
2000 Annual Report to Stockholders which is filed as an exhibit to the Company's Annual
Report on Form 10-KSB.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Following is a summary of basic and diluted earnings (loss) per common share for the three months ended March 31, 2001 and 2000:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                                          | Three Months Ended
March 31,
|----------------------------------------- | ----------------------------
|                                          | 2001                        
|                                         
|Net earnings (loss)                       | $ 35,709                    
|                                         
|Weighted-average shares - Basic EPS       | 702,721                     
|Stock options under treasury stock method | 1,010                       
|Weighted-average shares - Diluted EPS     | 703,731                     
|                                         
|Basic earnings (loss) per common share    | $.05                        
|                                         
|Diluted earnings (loss) per common share  | $.05                        

Following is a summary of basic and diluted earnings (loss) per common share for the six months ended March 31, 2001 and 2000:

|                                          | Six Months Ended
March 31,
|----------------------------------------- | --------------------------
|                                          | 2001                      
|                                         
|Net earnings (loss)                       | $171,759                  
|                                         
|Weighted-average shares - Basic EPS       | 702,146                   
|Stock options under treasury stock method | 1,010                     
|Weighted-average shares - Diluted EPS     | 703,156                   
|                                         
|Basic earnings (loss) per common share    | $.24                      
|                                         
|Diluted earnings (loss) per common share  | $.24                      

Options to purchase 49,387 shares of common stock at $19.00 per share were outstanding during the
three months ended March 31, 2000, but were not included in the computation of diluted earnings
(loss) per share since the exercise price was greater than the average market price of the common stock.







|(3) |  | Perry County Financial Corporation entered into a definitive agreement to be acquired by Jefferson County Bancshares on January 26, 2001. Under the terms of the
agreement, Perry County Financial Corporation shareholders will receive $23.50 per share in cash. The acquisition, subject to
regulatory and other requirements, is expected to close in the second half of 2001.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





**General**

Perry County Financial Corporation (Company) has no significant assets other than common stock of
Perry County Savings Bank, FSB (Bank), the loan to the ESOP and net proceeds retained by the
Company following the conversion.  The Company's principal business is the business of the Bank.
Therefore, the discussion in the Management's Discussion and Analysis of Financial Condition and
Results of Operations relates to the Bank and its operations.

Certain statements in this report which relate to the Company's plans, objectives or future
performance may be deemed to be forward-looking statements within the meaning of the Private
Securities Litigation Act of 1995.  Such statements are based on management's current
expectations.  Actual strategies and results in future periods may differ materially from those
currently expected because of various risks and uncertainties.  Additional discussion of factors
affecting the Company's business and prospects is contained in periodic filings with the Securities
and Exchange Commission.

**Asset and Liability Management and Market Risk**

The Bank's net interest income is dependent primarily upon the difference or spread between the
average yield earned on loans, securities and mortgage-backed securities (MBSs) and the average
rate paid on deposits and advances from the FHLB, as well as the relative amounts of such assets
and liabilities.  The Bank, as other thrift institutions, is subject to interest rate risk to the degree that
its interest-bearing liabilities mature or reprice at different times, or on a different basis, than its
interest-earning assets.  The Bank does not purchase derivative financial instruments or other
financial instruments for trading purposes.  Further, the Bank is not subject to foreign currency
exchange rate risk, commodity price risk or equity price risk.

The Bank's principal financial objective is to achieve long-term profitability while managing its
exposure to fluctuating interest rates.  The Bank has an exposure to interest rate risk, including
short-term U.S. prime interest rates.  The Bank has employed various strategies intended to manage
the adverse effects of interest rate risk on future operations by providing a better match between
the interest rate sensitivity of its assets and liabilities.  Although the Bank has originated adjustable
rate mortgage loans (AMLs) in the past, the Bank originated primarily 20-year, fixed rate loans in
recent years.  The Bank also purchased $6.6 million in AMLs and balloon MBSs during the year
ended September 30, 2000 and $11.3 million of long-term, fixed rate MBSs during the year ended
September 30, 1999.  Advances from the FHLB with a 10-year term, callable in 5 years, were used
to fund a portion of the purchases.

Until March 2000, the Bank held securities under a "leveraged investment" program.  Long-term
Federal agency obligations, which are callable in the near term, were purchased with intermediate-term FHLB advances (or other available funds).  The Bank was able to earn a higher interest rate
spread since the market prices callable obligations differently than noncallable obligations with
otherwise identical terms.  Leveraged investments usually result in increased interest rate risk.  The
effect on net interest income is positive unless rates change significantly.  Because of the rise in
interest rates, the market price of such securities were adversely affected, even though the interest
rate spread remained positive.

The OTS provides a net market value methodology to measure the interest rate risk exposure of
thrift institutions.  This exposure is a measure of the potential decline in the net portfolio value (NPV)
of the institution based upon the effect of an assumed 100 basis point increase or decrease in
interest rates.  NPV is the present value of the expected net cash flows from the institution's
financial instruments (assets, liabilities and off-balance sheet contracts).  Loans, deposits, and
investments are valued taking into consideration similar maturities, related discount rates and
applicable prepayment assumptions.





**Year 2000**

The Bank reviewed its computer applications with its outside data processing service bureau and
other software vendors to ensure operational and financial systems were not adversely affected by
"year 2000" software failures.  All major customer applications are processed through an outside
service bureau which has been tested.  Other major systems have been tested.  Connectivity testing
between Bank and vendor systems to ensure continued compatibility have also been tested.

No significant problems have been encountered with the year 2000 issue to date.  There are other widely reported dates which could cause software failures, and which were part of the Bank's year
2000 review and testing.  Any year 2000 or other date related compliance failure could result in
additional expense to the Bank.

**Liquidity and Capital Resources**

The Bank's principal sources of funds are cash receipts from deposits, security maturities and calls,
principal collections on mortgage-backed securities, loan repayments by borrowers and net earnings.
The Bank has an agreement with the Federal Home Loan Bank of Des Moines to provide cash
advances, should the Bank need additional funds.

Under the capital adequacy guidelines and regulatory framework for prompt corrective action, the
Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets,
liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.
Capital adequacy guidelines require Tier 1 (core) capital of at least 4% (3% under certain
circumstances) of total assets, Tier 1 capital of 4% of risk-weighted assets and total capital (risk-based capital) of 8% of risk-weighted assets.  As of March 31, 2001, the Bank was categorized as
well capitalized under the regulatory framework for prompt corrective action.

Commitments to originate mortgage loans and fund loans in process at March 31, 2001 amounted to
$60,000, expiring in 180 days or less.

The Bank's regulatory capital and regulatory capital requirements at March 31, 2001 are summarized
as follows:

|                                                                 | Actual                 | Minimum Required
for CapitalAdequacy | Minimum Required
to be "WellCapitalized"
|---------------------------------------------------------------- | ---------------------- | ------------------------------------ | ----------------------------------------
|Amount                                                           | Ratio                  | Amount                               | Ratio                                   
|                                                                 | (Dollars in Thousands)
|Consolidated stockholders' equity                                | $12,782                |                                      |                                         
|Stockholders' equity of Company                                  | (1,257)                |                                      |                                         
|Unrealized gain on securities and
  MBSs available for sale, net | (141)                  |                                      |                                         
|Deferred tax assets not includable
  in regulatory capital       | (357)                  |                                      |                                         
|Tangible capital                                                 | 11,027                 | 11.4%                                | $1,450                                  
|General valuation allowance                                      | 30                     |                                      |                                         
|Other adjustments                                                | (10)                   |                                      |                                         
|Total capital to risk-weighted assets                            | $11,047                | 47.7%                                | $1,854                                  
|Tier 1 capital to risk-weighted assets                           | $11,027                | 47.6%                                | $  927                                  
|Tier 1 capital to total assets                                   | $11,027                | 11.4%                                | $3,866                                  





Generally, unrealized gains and losses on securities and MBSs do not affect the computation of
regulatory capital.  However, the Bank is limited in the amount of deferred tax assets which may be
considered in computing regulatory capital.  Losses on sales of securities and MBSs are charged to
earnings and reduce regulatory capital.

**Financial Condition**

Customer deposits, maturity of securities and loan repayments were invested in cash and cash
equivalents.  Accrued interest on securities decreased due to the timing of interest receipts and a
lower average balance.  Deferred tax asset decreased due to a reversal of unrealized losses on
securities and MBSs  available for sale.  The unrealized gains at March 31, 2001 resulted from a
decline in market interest rates.  Accrued interest on deposits increased due to timing of interest
payments and a higher average balance of certificates.  Advances from borrowers for taxes and
insurance decreased due to the payment of real estate taxes on behalf of borrowers in December.
The Company did not repurchase shares of common stock in the open market during the quarter.
While the purchase of treasury stock may be beneficial to the Company or shareholders, the
purchase of treasury stock reduces interest-earning assets of the Company.  Capital of the Bank is
also reduced to the extent treasury stock purchases are funded by dividends from the Bank to the
Company.

**Asset Quality**

Loans are placed on a nonaccrual status when contractually delinquent more than ninety days.
There was one nonaccrual loan at March 31, 2001 of $66,000.

Following is a summary of activity in the allowance for loan losses:

|Balance at September 30, 2000 | $  30,000
|----------------------------- | ---------
|Charge-offs                   | -        
|Recoveries                    | -        
|Provision for loan loss       | -        
|Balance at March 31, 2001     | $  30,000



**Net Earnings**

Net earnings increased from a net loss for the three and six months ended March 31, 2000 to net
earnings for the three and six months ended March 31, 2001.  The increases were due primarily to
losses on sales of MBSs and securities for the periods ended March 31, 2000.

**Net Interest Income**

Net interest income decreased from $522,000 for the three months ended March 31, 2000 to
$371,000 for the three months ended March 31, 2001.  The decrease is due primarily to lower
interest rates earned as a result of sale of callable Federal agency obligations and reinvestment of
the proceeds in the FHLB daily time account.  The Board of Directors authorized the investment in
the FHLB daily time account pending review of the Company's strategic options.  Interest on loans
and MBSs increased due to higher average balances.  Interest on securities decreased due to the sale
of all callable securities near the end of the March 2000 quarter.  Other interest-earning assets
increased due to a substantially higher average balance in the three months ended March 31, 2001
than in the prior period.  Components of interest income vary from time to time based on the
availability and interest rates of loans, securities, MBSs and other interest-earning assets.  Interest
on deposits increased during the three months ended March 31, 2001 compared to the prior period
due to higher average balances.





Net interest income decreased from $1.1 million for the six months ended March 31, 2000 to
$805,000 for the six months ended March 31, 2001.  The decrease is due primarily to lower interest
rates earned as a result of sale of callable Federal agency obligations and reinvestment of the
proceeds in the FHLB daily time account.  Interest on loans and MBSs increased due to higher
average balances.  Interest on securities decreased due to the sale of all callable securities near the
end of the March 2000 quarter.  Other interest-earning assets increased due to a substantially higher
average balance in the six months ended March 31, 2001 than in the prior period.  Interest on
deposits increased during the six months ended March 31, 2001 compared to the prior period due to
higher average balances and higher average rates.

**Provision for Loan Losses**

Provision for loan losses is based upon management's consideration of economic conditions which
may affect the ability of borrowers to repay the loans.  Management also reviews individual loans for
which full collectibility may not be reasonably assured and considers, among other matters, the risks
inherent in the Bank's portfolio and the estimated fair value of the underlying collateral.  This
evaluation is ongoing and results in variations in the Bank's provision for loan losses.  As a result of
this evaluation, the Bank made no provision for loan losses for the three and six months ended
March 31, 2001 and 2000.

**Noninterest Income**

Noninterest income for the three and six months ended March 31, 2000 includes losses on sale of
MBSs and securities totaling $5.3 million and $6.0 million, respectively.  The Bank sold all callable
securities available for sale and a portion of the MBSs portfolio during the quarter ended March 31,
2000 in order to reduce interest rate risk.

**Noninterest Expense**

Noninterest expense increased from $210,000 for the three months ended March 31, 2000 to
$305,000 for the three months ended March 31, 2001.  Noninterest expense increased from
$446,000 for the six months ended March 31, 2000 to $546,000 for the six months ended March
31, 2001.  The increase was due primarily to higher professional fees in connection with the proposed merger,
hiring an additional employee, and higher SAIF deposit insurance premiums.  Management expects
that legal and professional fees will increase substantially in future periods as the proposed merger
progresses.



**Income Taxes**

Income taxes increased from a credit of $1.7 million for the three months ended March 31, 2000 to
expense of $38,000 for the three months ended March 31, 2001 due to the increase in earnings
before income taxes.  Income taxes increased from a credit of $1.8 million for the six months ended
March 31, 2000 to expense of $108,000 for the six months ended March 31, 2001 due to an
increase in earnings before income taxes.  The Bank has a net operating loss carryforward for
Federal income tax purposes of approximately $1.9 million which expires in 2020.



Item 1 - Legal Proceeding

There are no material legal proceedings to which the Holding Company or the Bank is a party or of which any of their property is subject.  From time to time, the Bank is a party to various legal proceedings incident to its business.

Item 2- Changes in Securities

None.

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: none

(b)  Reports on Form 8-K: dated February 14, 2001 related to a definitive agreement for the Company to be acquired by Jefferson County Bancshares.





|      |                |  |     | PERRY COUNTY FINANCIAL CORPORATION(Registrant)                                                                            
|----- | -------------- |  | --- | --------------------------------------------------------------------------------------------------------------------------
|DATE: | April 30, 2001 |  | BY: | Leo J. RozierLeo J. Rozier, President, Chief Executive
Officer and Duly Authorized Officer
and Principal Financial Officer