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 March 31, 2002                                    
|[  ] | 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 APRIL 15, 2002
|-------------------------------------- |  | -----------------------------
|Common stock, par value $.01 per share |  | 1,378,846                    

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.................................................................5-6

Item 2.	Management's Discussion of Recent Operating Results...............................7-10

Disclosure Regarding Forward-looking Statements ......................................................11

PART II.	OTHER INFORMATION....................................................................................12

SIGNATURES.......................................................................................................................13

EXHIBIT INDEX..................................................................................................................14

|LSB FINANCIAL CORP.                               
|--------------------------------------------------
|STATEMENTS OF FINANCIAL CONDITION                 
|(Dollars in thousands)                            
|                                                  
|                                                  
|                                                  
|Assets                                            
|                                                  
|Cash and due from banks                           
|Short-term investments                            
|Available-for-sale securities                     
|Loans held for sale                               
|Total loans                                       
|Less: Allowance for loan losses                   
|                                                  
|Net 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                                
|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.                                
|---------------------------------------------------
|STATEMENTS OF INCOME                               
|(Dollars in thousands, except per share data)      
|(Unaudited)                                        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|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
|                                                   
|Noninterest Income                                 
|Service charges and fees                           
|Net gain on mortgage loans originated for sale     
|Gain on sale of securities                         
|Other income                                       
|                                                   
|Total noninterest income                           
|                                                   
|Noninterest Expense                                
|Salaries and benefits                              
|Occupancy and equipment, net                       
|Computer service                                   
|Advertising                                        
|Other                                              
|                                                   
|Total noninterest expense                          
|                                                   
|Income before income taxes                         
|Less: income taxes                                 
|                                                   
|Net income                                         
|                                                   
|                                                   
|Earnings per share                                 
|Diluted Earnings per share                         
|Book value per share                               
|                                                   
|See accompanying notes                             

|LSB FINANCIAL CORP.CONSOLIDATED STATEMENTS OF CHANGESIN SHAREHOLDERS' EQUITY(Dollars in thousands)(Unaudited)
|-------------------------------------------------------------------------------------------------------------
|                                                                                                             
|                                                                                                             
|****                                                                                                         
|Balance at January 1, 2001                                                                                   
|Exercise of stock options                                                                                    
|ESOP shares earned                                                                                           
|RRP expense                                                                                                  
|Dividends paid                                                                                               
|Comprehensive income                                                                                         
|Net income                                                                                                   
|Change in unrealized gain/(loss)                                                                             
|Total comprehensive income                                                                                   
|                                                                                                             
|Balance at March 31, 2000                                                                                    
|                                                                                                             
|                                                                                                             
|                                                                                                             
|Balance at January 1, 2002                                                                                   
|Exercise of stock options                                                                                    
|ESOP shares earned                                                                                           
|RRP expense                                                                                                  
|Dividends paid                                                                                               
|Comprehensive income                                                                                         
|Net income                                                                                                   
|Change in unrealized gain/(loss)                                                                             
|Total comprehensive income                                                                                   
|                                                                                                             
|Balance at March 31, 2001                                                                                    
|                                                                                                             
|See accompanying notes                                                                                       

|LSB FINANCIAL CORP.                                                       
|--------------------------------------------------------------------------
|STATEMENTS OF CASH FLOWS                                                  
|(Dollars in thousands)                                                    
|(Unaudited)                                                               
|                                                                          
|                                                                          
|                                                                          
|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                                                
|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 and other assets                              
|Accrued interest payable and 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 (used in) provided by 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                               
|Dividends paid                                                            
|Stock options exercised                                                   
|                                                                          
|Net cash provided by financing activities                                 
|                                                                          
|Net change in cash and equivalents                                        
|Cash and equivalents at January 1                                         
|                                                                          
|                                                                          
|Cash and equivalents at March 31                                          
|                                                                          
|                                                                          
|See accompanying notes                                                    



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 March 31,                                              
|---------------------------------------------------------------------
|                                                                     
|Weighted average shares outstanding  (excluding unearned ESOP shares)
|Shares used to compute diluted earnings per share                    
|Earnings per share                                                   
|Diluted earnings per share                                           



Note 4 - New and proposed accounting standards:

A new accounting standard dealing with asset retirement obligations will apply for 2003.  The company does
not believe this standard will have a material effect on its financial position or results of operations.

Effective January 1, 2002, the Company adopted a new standard issues by the FASB on impairment and
disposal of long-lived assets.  The effect of this on the financial position and results of operations of the
Company was not material.

New accounting standards issued in 2001 require all business combinations to be recorded using the purchase
method of accounting for any transaction initiated after June 30, 2001.  Under the purchase method, all
identifiable tangible and intangible assets and liabilities of the acquired company must be recorded at fair
value at date of acquisition, and the excess of cost over fair value of net assets acquired is recorded as
goodwill.  Identifiable intangible assets with finite useful lives will be amortized under the new standard,
whereas goodwill, both amounts previously recorded and future amounts purchased, will cease being
amortized starting in 2002.  Annual impairment testing will be required for goodwill with impairment being
recorded if the carrying amount of goodwill exceeds its implied fair value.  Adoption of this standard on
January 1, 2002 did not have a material effect on the Company's financial statements.

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

**Financial Condition**

***Comparison of Financial Condition at March 31, 2002 and December 31, 2001.***

Our total assets increased $11.3 million during the three months from December 31, 2001 to March
31, 2002.  This increase was primarily due to a $6.6 million increase in short term investments and a $2.6
million increase in net loans, including loans held for sale.  Although lower interest rates increased the number
of borrowers refinancing to fixed rate loan products which we generally sell on the secondary market as part
of our interest rate risk strategy, an increasing number of non-residential borrowers took advantage of the
favorable rates to purchase or refinance non-residential properties.  The increase in net loans is due to a $4.9
million increase in loans on non-residential real estate, commercial business and consumer loans offset by a
decrease of $2.3 million in loans on residences.  The increase in short term investments primarily represents
proceeds from the sale of loans waiting to be reinvested in other loans or securities.  The increase in assets was
funded primarily by a $10.0 million increase in deposits which management attributes to ongoing marketing
efforts and the fact that the return and the safety of bank deposits compares favorably to other non-deposit
investment products.  Non-performing and restructured loans decreased from $2.7 million at December 31,
2001 to $2.2 million at March 31, 2002, due primarily to a decrease of $561,000 in loans on one-to-four
family residences and a $186,000 decrease in loans on multifamily properties, offset by a $148,000 increase
in non-performing commercial business loans.  Shareholders' equity increased from $23.4 million at
December 31, 2001 to $23.9 million at March 31, 2002, an increase of  $552,000 due primarily to net income
partially offset by the payment of a cash dividend.

**Results of Operations**

***Comparison of Operating Results for the Three Months Ended March 31, 2002 and March 31, 2001.***

***General.*** Net income for the three months ended March 31, 2002 was $686,000, an increase of
$171,000 or 33.20% from net income of $515,000 for the three months ended March 31, 2001.  This increase
was primarily due to a $189,000 increase in net interest income driven by better margins and a $153,000
increase in the gain on sale of loans due to the increased originations and refinancings of fixed rate mortgage
loans and the sale of such loans on the secondary market.  This increase was partially offset by a $137,000
increase in noninterest expenses due largely to salaries and benefits associated with the staffing of the bank's
new branch office in May, 2001.

***Net Interest Income.***  Net interest income for the three months ended March 31, 2002 increased
$189,000, or 8.78%, over the same period in 2001.  This increase was primarily rate driven.  While average
net interest-earning assets increased from $12.4 million for the first quarter of 2001 to $13.4 million for the
first quarter of 2002,our net interest margin (net interest income divided by average interest-earning assets)
increased from 3.11% for the three months ended March 31, 2001 to 3.39% for the three months ended March
31, 2002.

Interest income on loans decreased $540,000 or 10.34% for the three months ended March 31, 2002
compared to the same three months in 2001.  This decrease was primarily the result of a $2.4 million decrease
in average loans outstanding due largely to borrowers continuing to take advantage of relatively low market
interest rates to refinance existing mortgages, often to a fixed rate mortgage loan which we typically sell such
lower rate loans in the secondary market, as well as a decrease in the average yield on loans, from 8.40% for
the first three months of 2001 to 7.61% for the first three months on 2002, due to lower interest rates in the
economy.

Interest earned on other investments and Federal Home Loan Bank stock decreased by $86,000 for
the three months ended March 31, 2002 compared to the same period in 2001.  This was the result of a
decrease in the average yield on the average balance of other investments and Federal Home Loan Bank stock
from 4.43% for the first quarter of 2001 to 2.92% over the same period in 2002, offset by an increase in
average balances of $2.6 million.  The yield decrease was generally due to the temporary increase in lower
yielding short-term investments as the increase in deposits and the funds received from the sale of fixed rate
loans is held in short term investments until they can be reinvested in longer term loans or investments.

Interest expense for the three months ended March 31, 2002 decreased $815,000, or 24.12%, over
the same period in 2001.  This decrease was primarily due to a decrease in the average rate paid on interest
bearing liabilities from 5.12% for the first quarter of 2001 to 3.90% for the first quarter of 2002 and to a
restructuring of the composition of average interest-bearing liabilities as an $8.4 million increase in generally
lower costing deposits allowed us to reduce the average balance in generally higher costing, longer term
Federal Home Loan Bank advances by $9.2 million.

***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 consideration of concentrations 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, we also use the services of a consultant to assist in the evaluation of our growing commercial
loan portfolio.  On at least a quarterly basis, a formal analysis of the adequacy of the allowance is prepared
and reviewed by management and the Board of Directors.  This analysis serves as a point in time assessment
of the level of the allowance and serves as a basis for provisions for loan losses.

More specifically, our analysis of the loan portfolio will begin at the time the loan is originated, when
each loan is assigned a risk rating.  If the loan is a commercial credit, the borrower will also be assigned a
similar rating.  Loans that continue to perform as agreed will be included in one of ten non-classified loan
categories.   Portions of the allowance are allocated to loan portfolios in the various risk grades, based upon
a variety of factors including, historical loss history experience, trends in the type and volume of the loan
portfolios, trends in delinquent and non-performing loans, and economic trends affecting our market.  Loans
no longer performing as agreed are assigned a lower risk rating, eventually resulting in their being regarded
as classified loans.  A collateral re-evaluation form is completed on all classified loans.  This process results
in the allocation of specific amounts of the allowance to individual problem loans, generally based on an
analysis of the collateral securing those loans.  These components are added together and compared to the
balance of our allowance at the evaluation date.

Non-classified loan categories include first mortgage loans on the following types of properties: one-to-four family owner occupied, one-to-four family non-owner occupied, multi family, non-residential, land
and land development, and construction.  Additional categories include: second mortgage and home equity
loans, unsecured commercial business loans, secured commercial business loans, and consumer loans.

We recorded a $75,000 provision for loan losses during the first three months of 2002 as compared
to $36,000 for the same period in 2001, as a result of our analysis of our current loan portfolios.  There were
$2.2 million of non-performing loans at March 31, 2002 compared to $1.5 million at March 31, 2001.  The
$2.2 million in non-performing loans at March 31, 2002 were comprised of $1.3 million of loans on 1-4
family residences, $662,000 in loans on land or commercial property, $166,000 in commercial business loans
and $63,000 in consumer loans.  At March 31, 2002, our allowance equaled 0.61% of net loans receivable
compared to 0.42% at March 31, 2001, and 68.29% of non-performing assets compared to 68.65% at March
31, 2001.

***Non-Interest Income***.**Non-interest income for the three months ended March 31, 2002 increased
by $198,000, or 51.83%, compared to the same period in 2001.  This was primarily due to a $153,000
increase in the gain on the sale of mortgage loans in the secondary market**resulting from the increased sales
activity, supplemented by a $66,000 increase in other non-interest income,  primarily loan related service fees,
partially offset by a $22,000 decrease in service charges and fees on deposit accounts.

***Non-Interest Expense.***Non-interest expense for the three months ended March 31, 2002 increased
$137,000 over the same period in 2001, due primarily to a $146,000 increase in salaries and benefits, due
primarily to the increase in the number of employees due to the opening of our fifth office in May, 2001, as
well as increased health insurance costs in 2002.

***Income Tax Expense.*** Our income tax provision increased by $40,000 for the quarter ended March
31, 2002 compared to the quarter ended March 31, 2001 primarily due to the increase in income before
income taxes, somewhat offset by the effect of apportionment on state tax rates.******

***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, 2001 and
March 31, 2002 were 10.33% and 12.92%, respectively. As previously mentioned, the proceeds from the high
volume of loan sales during the recent quarters were invested in short-term investment securities.  We expect
the liquidity level to decline as short term investment are gradually used to repay Federal Home Loan Bank
advances or to fund loans or longer term deposits.

***Capital Resources.***  Shareholders' equity totaled $23.9 million at March 31, 2002 compared to $23.4
million at December 31, 2001, an increase of $552,000 or 2.36%, due primarily to net income of $686,000,
offset by $151,000 of cash dividends paid to shareholders.

Federal insured savings institutions are required to maintain a minimum level of regulatory capital.
If the requirement is not met, regulatory authorities may take legal or administrative actions, including
restrictions on growth or operations or, in extreme cases, seizure.  As of December 31, 2001 and March 31,
2002, Lafayette Savings Bank was categorized as well capitalized.  Our actual and required capital amounts
and ratios at December 31, 2001 and March 31, 2002 are presented below:

|                                                 | Actual                 | OTSFor CapitalAdequacyPurposes | FDICTo Be WellCapitalized UnderCorrective ActionProvisions
|------------------------------------------------ | ---------------------- | ------------------------------ | ----------------------------------------------------------
|                                                 | Amount                 | Ratio                          | Amount                                                    
|                                                 | (Dollars in thousands)
|**As of December 31, 2001**                      |                        |                                |                                                           
|Tier 1 (Core) Capital (to adjusted total assets) | $22,357                | 7.95%                          | $11,268                                                   
|Tier 1 (Core) Capital (to risk weighted assets)  | 22,357                 | 11.01%                         | 8,125                                                     
|Total Capital (to risk-weighted assets)          | 23,789                 | 11.71%                         | 16,249                                                    
|Tangible Capital (to adjusted assets)            | 22,357                 | 7.95%                          | 4,218                                                     
|                                                 |                        |                                |                                                           
|**As of March 31, 2002**                         |                        |                                |                                                           
|Tier 1 (Core) Capital (to adjusted total assets) | $23,085                | 7.90%                          | $11,688                                                   
|Tier 1 (Core) Capital (to risk weighted assets)  | 23,085                 | 10.89%                         | 8,480                                                     
|Total Capital (to risk-weighted assets)          | 24,578                 | 11.59%                         | 16,961                                                    
|Tangible Capital (to adjusted assets)            | 23,085                 | 7.90%                          | 4,382                                                     

**REGARDING FORWARD-LOOKING STATEMENTS**

This document, including information included or incorporated by reference, contains, and future
filings by LSB Financial on 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

From time to time, we are 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 Bank in the
proceedings, that the resolution of any prior and pending proceedings should not have a material effect on our
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

None to be reported.

Item 5. OTHER INFORMATION

None to be reported.

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 May 8, 2002 |  | /S/RANDOLPH F. WILLIAMS       Randolph F. Williams, President       (Principal Executive Officer) 
|DateMay 8, 2002  |  | /S/MARY JO DAVID       Mary Jo David, Treasurer       (Principal Financial and Accounting Officer)

**INDEX TO EXHIBITS**

|RegulationS-K ExhibitNumber | Document                                                                                                                                                                                                                                 
|--------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           
|3.1                         | Registrant's Articles of Incorporation, filed on September 21, 1994, as an exhibit to
Registrant's Registration Statement on Form S-1 (File No. 33-84266), are incorporated
by reference.                                                
|3.2                         | Registrant's Bylaws, as amended and restated, filed as Exhibit 3.2 to Registrant's Report
on Form 10-KSB for the fiscal year ended December 31, 2001 (File No. 0-25070), is
incorporated herein 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