SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(MARK ONE)
                                  AMENDMENT TO
   [X]          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

                                       OR

   [_]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE TRANSITION PERIOD FROM ______ TO _______.

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

COMMISSION FILE NUMBER 0-6848

                             JEFFERSON BANCORP, INC.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     FLORIDA                        59-1284885
--------------------------------------------------------------------------------
         (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)        IDENTIFICATION NO.)

            301 ARTHUR GODFREY ROAD
              MIAMI BEACH, FLORIDA                           33140
--------------------------------------------------------------------------------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                                 (305) 534-8341
--------------------------------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                        N/A
--------------------------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.           YES  X    NO _____

     INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

               CLASS                             OUTSTANDING AT JULY 31, 1996
               -----                             ----------------------------
COMMON STOCK, $1.00 PAR VALUE, OF A SINGLE CLASS           3,823,049


<PAGE>

                 PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

THE FOLLOWING FINANCIAL STATEMENTS
ARE FILED AS PART OF THIS REPORT:

                                   PAGES IN QUARTERLY REPORT
                                   AS OF JUNE 30, 1996 TO
                                   SECURITIES AND EXCHANGE
                                   COMMISSION

CONSOLIDATED BALANCE SHEETS               3-4
STATEMENTS OF CONSOLIDATED INCOME          5
STATEMENT OF CONSOLIDATED
  STOCKHOLDERS' EQUITY                     6
STATEMENT OF CONSOLIDATED
  CASH FLOWS                               7
NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS                              8-13

ITEM 2.   MANAGEMENT'S DISCUSSION AND
          ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS      14-23

                   PART II.  OTHER INFORMATION

ITEM 4.   SUBMISSION OF MATTERS TO
          A VOTE OF SECURITY HOLDERS       23

ITEM 6(a) EXHIBITS FILED
               NONE

     (b)  REPORTS ON FORM 8-K
          NO REPORTS ON FORM 8-K HAVE BEEN
          FILED DURING THE QUARTER FOR
          WHICH THIS REPORT IS FILED

SIGNATURES                                 24

<PAGE>

PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
JEFFERSON BANCORP, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                                                                             JUNE 30, 1996       DECEMBER 31, 1995
                                                                              (Unaudited)           (Unaudited)
                                                                             -------------       -----------------
<S>                                                                          <C>                   <C>
ASSETS
 CASH AND DEMAND BALANCES DUE FROM BANKS                                      $12,027,284           $17,545,682
                                                                             ------------          ------------
INVESTMENT SECURITIES
 OBLIGATIONS OF STATES AND POLITICAL SUBDIVISIONS (NON-TAXABLE)                    92,969               103,912
 OTHER SECURITIES                                                               1,014,643             1,139,348
                                                                             ------------          ------------
  TOTAL INVESTMENT SECURITIES (APPROXIMATE MARKET VALUE
      1996-$1,114,000; 1995-$1,254,000)                                         1,107,612             1,243,260
                                                                             ------------          ------------
SECURITIES AVAILABLE FOR SALE
 U.S. TREASURY SECURITIES                                                       7,854,375            10,056,875
 SECURITIES OF OTHER U.S. GOVERNMENT AGENCIES                                 100,916,844           101,900,477
 OBLIGATIONS OF STATES AND POLITICAL SUBDIVISIONS (NON-TAXABLE)                 5,018,934             4,610,180
 COLLATERIZED MORTGAGE OBLIGATIONS AND OTHER SECURITIES                           609,370             1,586,315
                                                                             ------------          ------------
  TOTAL SECURITIES AVAILABLE FOR SALE (Fair value 1996-$114,400,000
      1995-$118,154,000)                                                      114,399,523           118,153,847
                                                                             ------------          ------------

FEDERAL FUNDS SOLD                                                                -                   4,500,000
                                                                             ------------          ------------
LOANS                                                                         291,803,496           268,786,404
LESS: UNEARNED INCOME                                                           2,131,754             2,186,667
      ALLOWANCE FOR CREDIT LOSSES                                               2,357,599             2,434,357
                                                                             ------------          ------------
  TOTAL LOANS, NET                                                            287,314,143           264,165,380
                                                                             ------------          ------------
LOANS HELD FOR SALE                                                               653,994             1,716,917
                                                                             ------------          ------------
PREMISES AND EQUIPMENT, NET                                                     4,788,848             6,186,810
                                                                             ------------          ------------
OTHER REAL ESTATE OWNED                                                           477,418               633,678
                                                                             ------------          ------------
OTHER ASSETS                                                                   19,474,389            18,857,212
                                                                             ------------          ------------
  TOTAL ASSETS                                                               $440,243,211          $433,002,786
                                                                             ============          ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

                                        3
<PAGE>

<TABLE>
<CAPTION>
JEFFERSON BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                                                                             JUNE 30, 1996       DECEMBER 31, 1995
                                                                              (Unaudited)           (Unaudited)
                                                                             -------------       -----------------
<S>                                                                          <C>                   <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
DEPOSITS:
  DEMAND (NON-INTEREST-BEARING)                                               $47,435,844           $55,814,702
  SAVINGS                                                                      22,451,105            27,396,006
  INTEREST-PAYING CHECKING                                                     55,155,775            67,489,951
  MONEY MARKET ACCOUNTS                                                        32,430,041            36,937,656
  CERTIFICATES AND PUBLIC FUNDS                                               228,833,185           183,648,700
                                                                             ------------          ------------
    TOTAL DEPOSITS                                                            386,305,950           371,287,015

  FEDERAL FUNDS PURCHASED AND SECURITIES SOLD
    UNDER AGREEMENTS TO REPURCHASE                                             13,036,136            19,424,965
  DEFERRED GAIN ON SALE OF BUILDINGS                                               29,084                31,812
  OTHER LIABILITIES                                                             4,418,563             4,635,204
                                                                             ------------          ------------
    TOTAL LIABILITIES                                                         403,789,733           395,378,996
                                                                             ------------          ------------
COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY:
  COMMON STOCK, $1.00 PAR VALUE, 10,000,000 SHARES
  AUTHORIZED; ISSUED - JUNE 30, 1996- 4,005,354;
    DECEMBER 31, 1995-3,999,496 SHARES                                          4,005,354             3,999,496
  CAPITAL SURPLUS                                                              29,401,337            29,349,762
  RETAINED EARNINGS                                                             9,264,213             8,912,103
  TREASURY STOCK, AT COST-JUNE 30,1996-193,378 SHARES;
    DECEMBER 31, 1995- 193,378 SHARES                                          (1,862,204)           (1,862,204)
  DEFERRED COMPENSATION                                                          (781,673)           (1,027,343)
  NET UNREALIZED (LOSSES) GAINS ON SECURITIES AVAILABLE FOR SALE
           (NET OF APPLICABLE INCOME TAXES)                                    (3,573,549)           (1,748,024)
                                                                             ------------          ------------
    TOTAL STOCKHOLDERS' EQUITY                                                 36,453,478            37,623,790
                                                                             ------------          ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $440,243,211          $433,002,786
                                                                             ============          ============
BOOK VALUE PER COMMON SHARE EXCLUDING UNREALIZED
   GAINS (LOSSES) ON SECURITIES AVAILABLE FOR SALE                                 $10.50                $10.34
                                                                             ============          ============
BOOK VALUE PER COMMON SHARE                                                         $9.57                 $9.89
                                                                             ============          ============

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

</TABLE>

                                        4

<PAGE>

<TABLE>
<CAPTION>
JEFFERSON BANCORP, INC. AND SUBSIDIARIES                             FOR THE QUARTER ENDED       FOR THE SIX MONTHS ENDED
STATEMENTS OF CONSOLIDATED INCOME                                          JUNE 30,                      JUNE 30,
                                                                      1996          1995            1996           1995
                                                                   ----------    ----------     -----------    -----------
<S>                                                                <C>           <C>            <C>            <C>
INTEREST INCOME:
  INTEREST AND FEES ON LOANS                                       $6,672,035    $5,647,260     $13,175,052    $10,685,838
  INVESTMENTS AND SECURITIES HELD FOR SALE:
    U.S. TREASURY SECURITIES                                          114,093       122,280         237,031        245,125
    SECURITIES OF OTHER U.S. GOVERNMENT AGENCIES                    1,391,800     1,799,289       2,655,615      3,330,426
    OBLIGATIONS OF STATES AND POLITICAL SUBDIVISIONS-
      NON-TAXABLE                                                      58,478        80,393         112,153        182,221
    COLLATERIZED MORTGAGE OBLIGATIONS AND OTHER SECURITIES              3,207        50,717          35,272        104,787
    FEDERAL FUNDS SOLD AND OTHER SHORT-TERM INVESTMENTS                40,659       136,290          60,982        186,538
                                                                   ----------    ----------     -----------    -----------
    TOTAL INTEREST INCOME                                           8,280,272     7,836,229      16,276,105     14,734,935
                                                                   ----------    ----------     -----------    -----------
INTEREST EXPENSE:
 DEPOSITS:
  SAVINGS                                                             137,751       204,675         292,575        413,710
  INTEREST-PAYING CHECKING                                            243,979       301,916         520,033        589,272
  MONEY MARKET ACCOUNTS                                               181,099       211,569         371,169        448,754
  CERTIFICATES AND PUBLIC FUNDS                                     3,113,719     2,426,275       5,831,257      4,010,917
 SHORT-TERM BORROWINGS                                                133,489       262,561         289,573        616,802
                                                                   ----------    ----------     -----------    -----------
    TOTAL INTEREST EXPENSE                                          3,810,037     3,406,996       7,304,607      6,079,455
                                                                   ----------    ----------     -----------    -----------
    NET INTEREST INCOME                                             4,470,235     4,429,233       8,971,498      8,655,480
 (RECOVERY) PROVISION FOR CREDIT LOSSES                               (55,000)       75,000          20,000        150,000
                                                                   ----------    ----------     -----------    -----------
    NET INTEREST INCOME AFTER PROVISION FOR
      CREDIT LOSSES                                                 4,525,235     4,354,233       8,951,498      8,505,480
                                                                   ----------    ----------     -----------    -----------
OTHER INCOME:
  TRUST INCOME                                                        237,534       367,420         544,993        681,498
  SERVICE CHARGES, COMMISSIONS AND FEES                               345,998       304,732         679,604        632,945
  (LOSS) GAIN ON SALE OF SECURITIES AVAILABLE FOR SALE, NET           (53,705)      323,985           6,031        323,985
  OTHER OPERATING INCOME                                              203,876       250,800         452,436        464,202
  GAIN ON SALE OF SUBSIDIARY BANK                                         -             -           757,167            -
                                                                   ----------    ----------     -----------    -----------
    TOTAL OTHER INCOME                                                733,703     1,246,937       2,440,231      2,102,630
                                                                   ----------    ----------     -----------    -----------
OPERATING EXPENSES:

  SALARIES AND EMPLOYEE BENEFITS                                    2,136,811     2,255,798       4,932,644      4,546,552
  OCCUPANCY EXPENSE, NET                                              696,791       831,162       1,407,945      1,529,244
  OTHER OPERATING EXPENSES                                          1,465,295     1,604,793       3,144,257      3,164,573
                                                                   ----------    ----------     -----------    -----------
    TOTAL OPERATING EXPENSES                                        4,298,897     4,691,753       9,484,846      9,240,369
                                                                   ----------    ----------     -----------    -----------
    INCOME BEFORE PROVISION FOR INCOME TAXES                          960,041       909,417       1,906,883      1,367,741
  PROVISION FOR INCOME TAXES                                          310,200       283,600         602,100        422,500
                                                                   ----------    ----------     -----------    -----------
    NET INCOME                                                       $649,841      $625,817      $1,304,783       $945,241
                                                                   ==========    ==========     ===========    ===========
EARNINGS PER COMMON SHARE:
AVERAGE NUMBER OF SHARES OUTSTANDING                                3,893,704     3,779,617       3,906,120      3,785,703
                                                                   ==========    ==========     ===========    ===========
NET INCOME PER SHARE                                                    $0.17         $0.17           $0.34          $0.25
                                                                   ==========    ==========     ===========    ===========

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)                             5

<PAGE>

<TABLE>
<CAPTION>
JEFFERSON BANCORP, INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1996                                                                                NET UNREALIZED
                                                                                                                      GAINS (LOSSES)
                                                                                                                       ON SECURITIES
                                              COMMON        CAPITAL       RETAINED       TREASURY        DEFERRED       AVAILABLE
                                               STOCK        SURPLUS       EARNINGS         STOCK       COMPENSATION      FOR SALE
                                            ----------    -----------    ----------    -----------     ------------   --------------
<S>                                         <C>           <C>            <C>           <C>             <C>             <C>
BALANCE, JANUARY 1, 1996                    $3,999,496    $29,349,762    $8,912,103    ($1,862,204)    ($1,027,343)    ($1,748,024)

 NET INCOME                                      -              -         1,304,783          -               -             -

 $.125 PER SHARE CASH DIVIDEND                   -              -          (476,336)         -               -             -

 $.125 PER SHARE CASH DIVIDEND                   -              -          (476,337)         -               -             -

 EXERCISE OF STOCK OPTIONS                       5,858         51,575         -              -               -             -

 AMORTIZATION OF DEFERRED COMPENSATION           -              -             -              -             245,670         -

 CHANGE IN NET UNREALIZED  GAINS/(LOSSES)
         ON SECURITIES AVAILABLE FOR SALE        -              -             -              -               -          (1,825,525)
                                            ----------    -----------    ----------    -----------     -----------     ----------- 
BALANCE, JUNE 30, 1996                      $4,005,354    $29,401,337    $9,264,213    ($1,862,204)      ($781,673)    ($3,573,549)
                                            ==========    ===========    ==========    ===========       =========     =========== 
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

                                        6

<PAGE>

<TABLE>
<CAPTION>
JEFFERSON BANCORP, INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
                                                                       1996                  1995
                                                                    (unaudited)           (unaudited)
                                                                    -----------           -----------
<S>                                                                 <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 NET INCOME                                                          $1,304,783              $945,241
 ADJUSTMENTS TO RECONCILE NET INCOME TO
  NET CASH PROVIDED BY OPERATING ACTIVITIES:
  DEPRECIATION AND AMORTIZATION                                         366,792               403,015
  GAIN ON SALE OF BUILDINGS                                              (2,728)               (2,727)
  LOSS (GAIN) ON SALE OF OTHER REAL ESTATE OWNED                         12,029               (51,674)
  GAIN ON SALE OF SUBSIDIARY BANK                                      (757,167)                -
  PROVISION FOR CREDIT LOSSES                                            20,000               150,000
  PREMIUM AMORTIZATION AND DISCOUNT ACCRETION, NET                       74,320               116,222
  NET GAIN ON SALE OF SECURITIES AVAILABLE FOR SALE                      (6,031)             (323,985)
  AMORTIZATION OF DEFERRED COMPENSATION                                 245,670               203,490
  ORIGINATION OF LOANS HELD FOR SALE                                (11,905,036)           (9,765,701)
  DISPOSITION OF LOANS HELD FOR SALE                                 12,967,959             9,805,163
  INCREASE IN OTHER ASSETS                                           (9,746,995)           (6,986,937)
  (DECREASE) INCREASE IN OTHER LIABILITIES                             (145,504)            1,058,670
                                                                    -----------           -----------
 NET CASH USED BY OPERATING ACTIVITIES                               (7,571,908)           (4,449,223)
                                                                    -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 NET INCREASE IN LOANS                                              (32,199,350)          (26,949,800)
  SALE OF SECURITIES AVAILABLE FOR SALE                              25,306,656            30,120,655
 PROCEEDS FROM MATURITIES AND PAYDOWNS OF
         SECURITIES AVAILABLE FOR SALE                                3,056,294             3,501,324
  PURCHASE OF SECURITIES AVAILABLE FOR SALE                         (31,131,964)          (48,388,584)
 PROCEEDS FROM MATURITIES OF INVESTMENT SECURITIES                      115,648                 -
 NET DECREASE (INCREASE) IN FEDERAL FUNDS SOLD AND
  INTEREST-EARNING DEPOSITS IN OTHER FINANCIAL INSTITUTIONS           1,000,000           (12,000,000)
SALE PROCEEDS FROM SALE OF SUBSIDIARY BANK                            3,000,000                 -
 DISPOSITION OF OTHER REAL ESTATE OWNED                                 162,231               913,568
 ACQUISITION OF OTHER REAL ESTATE OWNED                                 (18,000)             (364,863)
 PURCHASES OF PREMISES AND EQUIPMENT                                   (141,815)             (145,675)
                                                                    -----------           -----------
 NET CASH USED BY INVESTING ACTIVITIES                              (30,850,300)          (53,313,375)
                                                                    -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 NET INCREASE IN DEPOSITS                                            36,686,701            62,061,168
 NET DECREASE IN FEDERAL FUNDS PURCHASED AND
  SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE                     (4,792,997)           (4,736,768)
 PAYMENT OF CASH DIVIDENDS                                              952,673              (903,864)
 PROCEEDS FROM EXERCISE OF STOCK OPTIONS                                 57,433                80,697
                                                                    -----------           -----------
 NET CASH PROVIDED BY FINANCING ACTIVITIES:                          32,903,810            56,501,233
                                                                    -----------           -----------
 NET INCREASE IN CASH AND DEMAND BALANCES
  DUE FROM BANKS                                                     (5,518,398)           (1,261,365)
 CASH AND DEMAND BALANCES DUE FROM BANKS AT BEGINNING OF YEAR        17,545,682            14,542,225
                                                                    -----------           -----------
 CASH AND DEMAND BALANCES DUE FROM BANKS AT JUNE 30,                $12,027,284           $13,280,860
                                                                    ===========           ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 INTEREST PAID                                                       $7,270,000            $4,994,000
                                                                    ===========           ===========
 INCOME TAX PAYMENTS                                                   $492,500              $295,000
                                                                    ===========           ===========

</TABLE>

  SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (UNAUDITED)

                                        7

<PAGE>

ITEM 1.   JEFFERSON BANCORP, INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(A) SIGNIFICANT ACCOUNTING POLICIES - The accounting policies followed for
quarterly reporting purposes are the same as those disclosed in the 1995 Annual
Report to Stockholders of Jefferson Bancorp, Inc. (the "Company"). In the
opinion of management, the accompanying consolidated financial statements
reflect all adjustments (which include only normal recurring adjustments)
necessary for a fair presentation of the information provided. These statements
have been prepared by the Company without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote statements have been omitted pursuant to such rules and regulations.
Although the Company believes that the disclosures are adequate to make the
information presented not misleading, it is suggested that these financial
statements be read in conjunction with the Company's audited 1995 consolidated
financial statements and the notes thereto.

(B)  RESTRICTED STOCK, STOCK OPTION AND NON-QUALIFIED OPTION PLANS

RESTRICTED STOCK PLANS - On September 1, 1989, the Company adopted a restricted
stock plan (the "1989 Plan") whereby an aggregate of not more than 300,000
shares of common stock were made available for awards to certain key executives.
The number of shares awarded to the eligible executives are based on the
executive's salary and length of time employed by the Company. The stock issued
in connection with the 1989 Plan vests on the third anniversary of the date of
grant. Deferred compensation, a contra-equity account, is recorded for the fair
market value of any shares of common stock awarded under the 1989 Plan and is
then amortized as compensation expense over the vesting period. At June 30,
1996, 24,654 shares were available under the 1989 Plan for the future awards.

Effective May 1, 1996, the Company adopted a second restricted stock plan (the
"1996 Plan") which is substantially identical to the 1989 Plan, except that no
participant may be awarded more than 20,000 shares under the 1996 Plan in any
calendar year. At June 30, 1996, 300,000 shares were available for awards under
the 1996 Plan.

STOCK OPTION PLANS - Under various stock option plans approved by the Board of
Directors, options may be granted to key employees of the Company and its
subsidiaries, including officers and directors who are also employees, to
purchase an aggregate of 585,328 shares of the common stock of the Company. At
June 30, 1996, the total number of stock options available for future grants
were 87,231 shares. Options under these plans are granted at a price of not less
than the fair market value of the shares on the date granted. No charge is made
to income with respect to stock options.

                                        8

<PAGE>

The following table presents additional information concerning the activity in
these stock option plans:

                                            OPTION PRICE
                                       ------------------------
                          NUMBER OF    AVERAGE
                          SHARES       PER SHARE      AGGREGATE

January 1, 1993            328,576     $8.37         $2,748,205
Grants                      25,000      9.90            247,500
3% stock dividend              750      -                   -
Exercised                  (28,623)     8.37           (239,548)
Rescissions                (30,044)     8.25           (247,800)
                           -------                   ----------
Options outstanding:
December 31, 1993          295,659      8.49          2,508,357
Grants                      88,000     10.12            890,375
3% stock dividend            2,640      -                   -
Exercised                  (28,224)     7.64           (215,546)
Recisions                  (29,802)     7.83           (233,330)
                           -------                   ----------
Options outstanding:
December 31, 1994          328,273      8.99          2,949,856
Grants                       1,000     13.25             13,250
Exercised                  (79,012)     8.74           (690,487)
                           -------                   ----------
Options outstanding:
December 31, 1995          250,261      9.08          2,272,619
Exercised                   (4,571)     9.83            (44,934)
Canceled                   (63,792)     9.13           (582,111)
                           -------                   ----------
Options outstanding:
June 30, 1996              181,898      9.05          1,645,574
                           =======                   ==========
Options exercisable at
December 31, 1995          249,011
                           =======
June 30, 1996              181,898
                           =======

NON-EMPLOYEE DIRECTORS OPTION PLAN:

On June 20, 1994, with all non-employee directors abstaining and subject to
stockholder approval, the Board of Directors granted to non-employee directors
non-qualified options to purchase 27,500 (28,325 after restatement for 3% stock
dividend) shares of the common stock of the Company at a price of $10.125 per
share ($9.83 after restatement for 3% stock dividend), the fair market value of
the shares on that date. The grants were presented to the stockholders of the
Company for their consideration at the annual meeting held April 25, 1995 and
ratified by the holders of 88% of the total shares outstanding.

                                        9

<PAGE>

                                            OPTION PRICE
                                       ------------------------
                          NUMBER OF    AVERAGE
                          SHARES       PER SHARE      AGGREGATE

January 1, 1993            113,300     $ 7.53        $  852,500
Grants                      27,500      10.00           275,000
3% stock dividend              825       -                    -
                           -------                   ----------
Options outstanding:
December 31, 1993          141,625       7.97         1,127,500
Grants                      27,500      10.13           278,438
3% stock dividend              825                            -
Exercised                  (29,200)      7.53          (219,713)
                           -------                   ----------
Options outstanding:
December 31, 1994          140,750       8.43         1,186,225
Exercised                  (76,374)      8.55          (652,945)
                           -------                   ----------
Options outstanding:
December 31, 1995           64,376       8.28           533,280
                           -------                   ----------
Exercised                   (1,287)      9.71           (12,500)
                           -------                   ----------
Options Outstanding:
June 30, 1996               63,089       8.26           520,780
                           =======                   ==========
Options exercisable at:
December 31, 1995           64,376
                           =======
June 30, 1996               63,089
                           =======

(C) DEATH AND DISABILITY, SEVERANCE AND RETIREMENT PLANS: Effective May 1, 1989,
the Company adopted a death and disability plan that provides for cash payments
in the event of the death or permanent disability of directors who are not
employees of the Company and certain senior officers of the Company. The death
and disability plan is substantially funded through life insurance policies.

Also, effective May 1, 1989, the Company adopted an unfunded severance plan that
provided for cash payments to certain senior officers of the Company in the
event that their employment was voluntarily or involuntarily terminated at any
time during a one-year period following a change in control, as defined by the
Company.

Effective January 1, 1994, the Company amended the severance plan to provide for
cash payments to directors and senior officers upon a change in control, whether
or not their employment is terminated as a result thereof, or upon their
retirement. During the six months ended June 30, 1996, the Company accrued
approximately $262,570 of benefits. It is the Company's intent that benefits
under the amended severance plan and benefits under the death and disability
plan be mutually exclusive and not duplicative.

(D) IMPACT OF NEW ACCOUNTING ISSUES: In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation". This Statement requires certain
disclosures about stock-based employee compensation arrangements, regardless of
the method used to account for them, defines a fair value method of accounting
for an employee stock option or similar equity instrument, and encourages all
entities to adopt that method of accounting for all of their employee stock
compensation plans. However, it also allows an entity to continue to measure

                                       10

<PAGE>

compensation cost for stock-based compensation plans using the intrinsic value
method of accounting prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees". Entities electing to remain with the
accounting in APB Opinion No. 25 must make proforma disclosures of net income
and, if presented, earnings per share, as if the fair value method of accounting
defined in this Statement had been applied. Under the fair value method,
compensation cost is measured at the grant date based on the value of the award
and is recognized over the service period, which is usually the vesting period.
Under the intrinsic value method, compensation cost is the excess, if any, of
the quoted market price of the stock at grant date or other measurement date
over the amount an employee must pay to acquire the stock. The disclosure
requirements of this Statement are effective for financial statements for fiscal
years beginning after December 15, 1995. Proforma disclosures required for
entities that elect to continue to measure compensation cost using APB Opinion
No. 25 must include the effects of all awards granted in fiscal years that begin
after December 15, 1994. Management adopted SFAS No. 123 effective January 1,
1996, and has elected to continue to measure compensation using APB No. 25.

(E) LOANS: Interest income on certain installment loans is recognized using a
method which approximates the interest method. Interest income on all other
loans is recognized based upon the principal amounts outstanding. Loans are
generally placed on non-accrual status and related accrued interest reversed
when, in the opinion of management, there is substantial doubt as to the ability
of the borrower to pay the interest. When a loan is placed on a non-accruing
status, any interest accrued in the current period, but not collected, is
reversed against interest income. Non-refundable loan origination fees and costs
associated with the lending process are deferred and recognized as a yield
adjustment over the life of the related loan.

Loans held for sale are recorded at the lower of cost or market on an aggregate
basis. Unrealized declines in market value are included in other operating
income.

In May 1993, the FASB issued SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan". The Statement generally would require all creditors to
account for impaired loans at the present value of the expected future cash flow
discounted at the loan's effective interest rate. SFAS No. 114 is effective for
fiscal years beginning after December 15, 1994, and earlier application is
encouraged. SFAS No. 114 is not expected to have a material effect on the
Company's financial statements as most loans in question are collateral
dependent, and the Company already accounts for impaired loans at the lower of
cost or fair value less costs to dispose.

(F) ALLOWANCE FOR CREDIT LOSSES: The allowance for credit losses is increased by
provision for credit losses and is reduced by loan charge-offs, net of
recoveries. The provision for credit losses is determined based upon
management's review and evaluation of the loan portfolio and the adequacy of the
allowance for credit losses, giving consideration to the overall condition of
the loan portfolio, review of known problem loans for potential losses, economic
factors and business trends that could affect loan collectability. Many of these
factors involve a significant degree of estimation and are subject to rapid
change which could be unforeseen by management. Changes in these factors could
result in material adjustments to the allowance in the near term.

On January 1, 1995, the Bank adopted SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan", and SFAS No. 118, "Accounting by Creditors for Impairment
of a Loan - Recognition and Disclosures", an amendment of SFAS No. 114.  These
standards address the accounting for impairment of certain loans when it is
probable that all amounts due pursuant to the contractual terms of the loan

                                       11

<PAGE>

will not be collected. Adoption of these standards entailed the identification
of commercial loans which are considered impaired under the provisions of SFAS
No. 114. Groups of smaller-balancf homogeneous loans (generally residential
mortgage and installment loans) are collectively evaluated for impairment.
Adoption of these statements did not have a material impact on the Bank's
financial position or results of operations.

Under the provisions of these standards, individually identified impaired loans
are measured based on the present value of payments expected to be received,
using the historical effective loan rate as the discount rate. Alternatively,
measurement may also be based on observable market prices or for loans that are
solely dependent on the collateral for repayment, measurement may be based on
the fair value of the collateral. Loans that are to be foreclosed are measured
based on the fair value of the collateral. If the recorded investment in the
impaired loans exceeds that measure of fair value, a valuation is required as a
component of the allowance for loan losses. Changes to the valuation allowance
are recorded as a component of the provision for loan losses.

Loans where reasonable doubt exists as to timely collection, including loans
that are individually identified as being impaired under SFAS No. 114, are
generally classified as nonperforming loans unless based on the evaluation of
management the loan is well secured and in the process of collection.

Charge-offs are recorded when, in the judgment of management, an extension of
credit is deemed uncollectible, in whole or in part.

Interest collections on nonperforming loans, including impaired loans, for which
the ultimate collectibility of principal and interest is uncertain, are applied
as reductions in book value. Otherwise, such collections are credited to income
when received.

(G) OTHER REAL ESTATE OWNED: Property acquired by foreclosure or deed in lieu of
foreclosure is recorded at the lower of cost or estimated fair value at the time
the loan is foreclosed. Upon classification as other real estate owned, the
excess of the recorded investment over the fair value of the collateral, if any,
is charged to the allowance for credit losses.

Once properties are classified as other real estate, such properties are carried
at the lower of cost or fair value minus estimated costs to sell. Net expenses
incurred in maintaining properties, subsequent write-downs due to changes in
market values, and gains or losses upon disposition are included in other
operating expenses. Expenditures to complete or improve properties are
capitalized only if reasonably expected to be recovered; otherwise, they are
expensed as incurred.

The amounts the Company could ultimately recover from property acquired by
foreclosure or deed in lieu of foreclosure could differ materially from the
amounts used in arriving at the net carrying value of the assets because of
future market factors beyond the Company's control or changes in the Company's
strategy for recovering its investment.

(H) GOODWILL: In 1987, the Company acquired Broward Bancorp, a Florida bank
holding company. Broward Bancorp's sole banking subsidiary, which was known as
Broward Bank, became a subsidiary of the Company and was renamed Jefferson Bank.
The purchase price and costs of this acquisition exceeded the fair market value

                                       12

<PAGE>

of the net assets by approximately $1,134,000. This excess is being amortized
over a period of 20 years using the straight line method and is included in
"other assets" in the Company's consolidated balance sheets. The accumulated
amortization through June 30, 1996, after giving effect to a write-off of
$242,833 occasioned by the sale of Jefferson Bank on February 14, 1996, totaled
$803,044.

(I) INCOME TAXES: Deferred taxes are provided for timing differences between
income reported for financial reporting and for income tax purposes. The Company
files consolidated income tax returns.

The Company provides for deferred taxes under the liability method. Under such
method, deferred taxes are adjusted for tax rate changes as they occur. Deferred
income tax assets and liabilities are computed annually for differences between
the financial statements and tax bases of assets and liabilities that will
result in taxable or deductible amounts in the future based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized. Income tax
expense is the tax payable or refundable for the period plus or minus the change
during the period in deferred tax assets and liabilities.

(J) RECLASSIFICATION: Certain amounts in the prior period in the consolidated
financial statements have been reclassified for comparative purposes.

                                       13

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SUMMARY

The consolidated earnings of Jefferson Bancorp, Inc. and subsidiaries
(collectively, the "Company") reflect principally the operations of the banking
subsidiaries, Jefferson Bank of Florida ("Jefferson Florida"), and Jefferson
Bank ("Jefferson Broward"). The smaller of the two, Jefferson Broward, was sold
on February 14, 1996 to Peoples National Bank of Commerce - Miami.

Earnings are comprised of net interest income and other income. Net interest
income, or the difference between total interest income from earning assets and
total interest expense from key liabilities, for any given period is determined
by the average volume of interest-earning assets (mainly loans, loans held for
sale, investment securities, securities available for sale, and federal funds
sold), the average yield earned on such assets, the average volume of deposits
and borrowings on which interest is paid, the average rate of interest paid on
such deposits and borrowings and the average volume of demand deposits upon
which no interest is paid.

Other income is comprised of service charges on deposit accounts, fees and
commissions for various banking services and trust department income. Earnings
from these functions are affected chiefly by the volume of activity and the
level of fees charged. Other income also includes net gains recognized from the
sale of investment securities, loans and fixed assets.

                                       14

<PAGE>

JEFFERSON BANCORP, INC. AND SUBSIDIARIES

Management's discussion and analysis of
financial condition and results of operations - (continued)

<TABLE>
<CAPTION>
                                                               QUARTER ENDED JUNE 30, 1996            QUARTER ENDED JUNE 30, 1995
NET INTEREST INCOME, AVERAGE BALANCES                       ---------------------------------      ---------------------------------
AND AVERAGE RATES                                           AVERAGE                   AVERAGE      AVERAGE                   AVERAGE
(IN THOUSANDS)                                              BALANCE      INTEREST       RATE       BALANCE      INTEREST       RATE
                                                            ---------------------------------      ---------------------------------
<S>                                                         <C>           <C>          <C>         <C>           <C>         <C>
INTEREST-EARNING ASSETS:
Loans and loans held for sale:
  Real estate, commercial and financial and government
  guaranteed loans (1)                                      $266,625      $6,107       9.21%       $210,154      $5,469      10.44%
  Installment loans, net of unearned income                   11,589         278       9.59%         10,776         259       9.62%
Investment securities and securities available for sale:
  U.S. Treasury securities                                     9,455         114       4.85%         10,214         122       4.79%
  Securities of other U.S. Government agencies               102,401       1,392       5.44%        126,470       1,800       5.69%
  Obligations of states and political subdivisions
     (non-taxable) (2)                                         5,094          88       6.90%          6,368         122       7.67%
  Collateralized mortgage obligations and other securities     1,050           3       1.26%          3,345          51       6.08%
  Federal funds sold and other short-term investments          3,252          41       5.07%          9,567         137       5.73%
                                                            --------      ------                   --------      ------
      Total interest-earning assets                         $399,466       8,022       8.08%       $376,894       7,959       8.47%
                                                            ========      ------                   ========      ------

KEY LIABILITIES:
  Deposits:
    Savings                                                   22,779         138       2.43%         30,474         205       2.69%
    Interest-paying checking                                  57,569         244       1.70%         71,063         302       1.71%
    Money market                                              34,208         181       2.13%         39,039         212       2.18%
    Certificates of deposit                                  171,170       2,460       5.78%        122,704       1,865       6.10%
    Public funds                                              42,882         653       6.13%         36,935         562       6.10%
                                                            --------      ------                   --------      ------
     Total deposits                                          328,607       3,676       4.50%        300,215       3,146       4.20%
  Borrowings                                                  13,192         134       4.07%         26,391         263       3.99%
                                                            --------      ------                   --------      ------
    Total interest-bearing liabilities                       341,799       3,810       4.48%        326,607       3,409       4.19%
                                                            --------      ------                   --------      ------
    Total noninterest-bearing liabilities                     51,354                                 50,715
                                                            --------                               --------
    Total key liabilities                                   $393,153                               $377,322
                                                            ========                               ========
  Net interest income/spread                                              $4,212       3.58%                     $4,551       4.28%
                                                                          ======                                 ======
  Net interest income as a percent of total
      average interest-earning assets                                                  4.23%                                  4.84%

<FN>
       (1)  Average balances include nonaccrual loans. Interest income includes
            fees on loans of approximately $176,000 and $277,000 for quarters
            ended June 30, 1996 and 1995, $427,000 and $441,000 for the six
            months ended June 30, 1996 and 1995, and $676,000 for the year ended
            December 31, 1995, respectively.

       (2)   Interest income includes the effects of taxable-equivalent
             adjustment, using a 34% tax rate to adjust interest on tax-exempt
             securities to taxable-equivalent basis.

</FN>
</TABLE>

                                       15

<PAGE>

JEFFERSON BANCORP, INC. AND SUBSIDIARIES

Management's discussion and analysis of
financial condition and results of operations - (continued)

<TABLE>
<CAPTION>
                                  SIX MONTHS ENDED JUNE 30, 1996    SIX MONTHS ENDED JUNE 30, 1995     YEAR ENDED DECEMBER 31, 1995
NET INTEREST INCOME, AVERAGE      ------------------------------    ------------------------------    ------------------------------
BALANCES AND AVERAGE RATES        AVERAGE                AVERAGE    AVERAGE                AVERAGE    AVERAGE                AVERAGE
(IN THOUSANDS)                    BALANCE    INTEREST      RATE     BALANCE    INTEREST      RATE     BALANCE    INTEREST      RATE
                                  ------------------------------    ------------------------------    ------------------------------
<S>                               <C>        <C>          <C>       <C>        <C>          <C>       <C>        <C>          <C>
INTEREST-EARNING ASSETS:
Loans and loans held for sale:
  Real estate, commercial and
   financial and government
   guaranteed loans (1)           $259,186   $11,949      9.27%     $202,536   $10,032      9.99%     $213,097   $20,882      9.80%
  Installment loans, net of
   unearned income                  11,714       561      9.57%        9,964       479      9.62%       11,210     1,094      9.76%
Investment securities and
 securities available for sale:
  U.S. Treasury securities           9,819       237      4.85%       10,220       245      4.84%       10,207       493      4.83%
  Securities of other U.S.
   Government agencies             100,916     2,656      5.26%      120,963     3,331      5.51%      125,996     6,975      5.54%
  Obligations of states and
   political subdivisions
   (non-taxable) (2)                 4,914       169      6.87%        7,208       275      7.63%        6,273       471      7.51%
  Collateralized mortgage
   obligations and other
   securities                        1,083        35      6.52%        3,441       105      6.09%        3,223       164      5.09%
  Federal funds sold and other
   short-term investments            2,224        61      5.52%        6,572       187      5.73%        7,376       410      5.56%
                                  --------   -------                --------   -------                --------   -------
      Total interest-earning
       assets                     $389,856    15,667      8.08%     $360,904    14,653      8.19%     $377,382    30,489      8.08%
                                  ========   -------                ========   -------                ========   -------

KEY LIABILITIES:
  Deposits:
    Savings                         23,978       293      2.45%       31,157       414      2.68%       29,958       784      2.62%
    Interest-paying checking        61,870       520      1.69%       70,815       589      1.68%       70,399     1,184      1.68%
    Money market                    34,752       371      2.15%       40,388       449      2.24%       40,913       897      2.19%
    Certificates of deposit        153,942     4,537      5.93%      107,849     3,105      5.81%      125,307     7,479      5.97%
    Public funds                    42,143     1,294      6.18%       31,370       906      5.82%       36,105     2,198      6.09%
                                  --------   -------                --------   -------                --------   -------
     Total deposits                316,685     7,015      4.45%      281,579     5,463      3.91%      302,682    12,542      4.14%
  Borrowings                        14,868       290      3.92%       30,832       617      4.03%       24,982       921      3.69%
                                  --------   -------                --------   -------                --------   -------
    Total interest-bearing
     liabilities                   331,553     7,305      4.43%      312,411     6,080      3.92%      327,664    13,463      4.11%
                                  --------   -------                --------   -------                --------   -------
    Total noninterest-bearing
     liabilities                    51,818                            49,272                            49,520
                                  --------                          --------                          --------
    Total key liabilities         $383,371                          $361,683                          $377,184
                                  ========                          ========                          ========
  Net interest income/spread                  $8,362      3.67%                 $8,574      4.26%                $17,026      3.97%
                                             =======                           =======                           =======
  Net interest income as a
   percent of total average
   interest-earning assets                                4.33%                             4.79%                             4.51%

<FN>
       (1)  Average balances include nonaccrual loans. Interest income includes
            fees on loans of approximately $176,000 and $277,000 for quarters
            ended June 30, 1996 and 1995, $427,000 and $441,000 for the six
            months ended June 30, 1996 and 1995, and $676,000 for the year ended
            December 31, 1995, respectively.

       (2)   Interest income includes the effects of taxable-equivalent
             adjustment, using a 34% tax rate to adjust interest on tax-exempt
             securities to taxable-equivalent basis.

</FN>
</TABLE>

                                       16

<PAGE>

MATERIAL CHANGES IN FINANCIAL CONDITION

As shown in the Net Interest Income analysis on pages 15 and 16, the total
average daily balance of the Company's consolidated interest-earning assets for
the six months ended June 30, 1996 increased by $12,474,000, or 3%, from the
total average daily balance for the year ended December 31, 1995. The primary
cause of the growth in average interest-earning assets in the first six months
of 1996 was the increase in the Company's loans. The average balance of such
loans increased by $46,593,000, or 21%. At the same time, the average daily
balance of the Company's portfolio of investment securities and securities held
for sale decreased by $34,119,000, or 22%. The increase in the Company's
portfolio of loans in the first six months of 1996 was accomplished by the use
of proceeds of the sale of securities held for sale, and by the growth in the
average balance of certificates of deposits, public funds and demand deposits.
The total average daily balance of the Company's key liabilities for the six
months ended June 30, 1996 was $383,371,000 as compared to $377,184,000 for the
year ended December 31, 1995, an increase of $6,187,000, or 2%. The primary
cause of the growth in the average balance of key liabilities was the increase
in the average daily balance of certificates of deposit, which increased by
$28,635,000, or 23%, public funds deposits, which increased by $6,038,000, or
17%, and demand deposits, which increased by $2,298,000, or 5%. At the same
time, the average daily balance of savings deposits decreased by $5,980,00, or
20%, interest-paying checking deposits decreased by $8,529,000, or 12%, and
money market deposits decreased by $6,161,000, or 15%.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

Consolidated net income for the six months ended June 30, 1996 was $1,304,783
compared to $945,241 for the comparable period in 1995, an increase of $359,542,
or 38%. Per-share net income for the six months ended June 30, 1996 was $.34
compared to $.25 for the comparable period in 1995. The increase in consolidated
net income for the six months ended June 30, 1996 was primarily due to a gain of
$757,167 from the sale of a subsidiary bank in the first quarter of 1996. The
other contributing factor for higher net income in the first six months of 1996
was an increase of $446,018, or 5%, in net interest income after provision for
credit losses.

Consolidated net income for the quarter ended June 30, 1996 was $649,841
compared to $625,817 for the comparable period in 1995, an increase of 4%.
Per-share net income for the quarter ended June 30, 1996 remained level with the
comparable period in 1995 at $.17. The increase in consolidated net income was
primarily due to the $171,002 increase in net interest income after provision
for credit losses and the decrease of $392,856 in total operating expenses.

                                       17

<PAGE>

NET INTEREST INCOME

The Company's net interest income (on a fully taxable equivalent basis inclusive
of loan service charge income) for the first six months of 1996 was $212,000
lower than the comparable period in 1995. The Company's net interest income on
the same basis for the quarter ended June 30, 1996 was $339,000 lower than the
comparable period in 1995, a decrease of 7%. A primary reason for this decrease
for the first six months and quarter ended June 30, 1996 was a decrease in the
net interest spread, or the spread between the average rates earned on
interest-earning assets and the average rates paid on interest-bearing
liabilities.

In the first six months of 1996, the net interest spread decreased by 59 basis
points from the comparable period in 1995, or 14%. The spread for the quarter
ended June 30, 1996 decreased by 70 basis points from the comparable period in
1995, or 16%. This decrease was caused by a change in the average rate earned on
total interest-earnings assets and average cost of funds on total
interest-bearing liabilities. The average rate earned on total interest-earning
assets decreased to 8.08% for both the six-month and three-month periods ended
June 30, 1996 from 8.19% and 8.47%, respectively, in the comparable periods in
1995. The average cost of funds on total interest-bearing liabilities increased
to 4.43% and 4.48%, respectively, for the six- and three-month periods ended
June 30, 1996 from 3.92% and 4.19%, respectively, in the same periods in 1995.

PROVISION FOR CREDIT LOSSES

The provision for credit losses represents the expense which, based on
management's review and evaluation of the Company's consolidated portfolio, is
required to maintain the reserve for credit losses at an appropriate level.
Although it is impossible to predict future credit losses accurately, the
adequacy of the reserve for credit losses is determined by management through
the ongoing evaluation of various factors influencing potential loss exposure.
These factors include the collectibility of individual credits, credit loss
trends, and concentrations within the loan portfolio in light of the present
economic and regulatory environment. Changes in economic factors which influence
potential loss exposure are also considered in management's evaluation when the
likelihood of such changes can be reasonably determined. In the first six months
of 1996, the provision for credit losses amounted to $20,000 versus $150,000 in
the comparable period of 1995. In the quarter ended June 30, 1996, this amounted
to recovery of $55,000 versus the expense of $75,000 in the comparable period of
1995.

It is management's policy to charge off loans when there appears to be little
likelihood of recovery. Management considers the allowance for credit losses to
be adequate to cover estimated losses inherent in the Company's consolidated
loan portfolio.

OTHER OPERATING INCOME

Other income for the first six months of 1996 totaled $2,440,231 as compared to
$2,102,630 for the first six months of 1995, an increase of 16%; the increase
was primarily attributable to a gain in the 1996 period of $757,167 from the
sale of a subsidiary bank. Other income for the quarter ended June 30, 1996 was
$733,703 as compared to $1,246,937 for the quarter ended June 30, 1995, a
decrease of 41%. Trust income decreased for the six- and three-month periods
because of a decrease in the size of trust assets under management.

The sale of securities available for sale resulted in a gain of $6,031 for the
first six months of 1996 and a loss of $53,705 for the quarter ended June 30,
1996 as compared to income of $323,985 for both of the comparable periods in
1995. The portfolio of securities available for sale is managed with the primary
objective of maintaining an appropriate level of liquidity, and to control
interest rate risk.

                                       18

<PAGE>

Other operating income decreased for the six- and three-month periods ended June
30, 1996 primarily due to a decrease in other real estate income to $21,492 and
$14,130 in the respective 1996 periods from $122,450 and $105,799,
respectively, in the comparable periods in 1995.

OPERATING EXPENSES

Total operating expenses for the first six months of 1996 were $9,484,846 as
compared to $9,240,369 for the first six months of 1995, an increase of 3%. The
operating expenses for the quarter ended June 30, 1996 were $4,298,897 as
compared to $4,691,753 for the quarter ended June 30, 1996, a decrease of 8%.
Personnel expenses increased for the six-month period ended June 30, 1996
primarily due to the payment of $338,946 to option holders upon the cancellation
of their incentive stock options. Personnel expenses decreased for the quarter
ended June 30, 1996 primarily due to operating savings achieved in the
employees' health insurance area. The occupancy expenses decreased for the
six-and three-month periods ended June 30, 1996 because of the divestiture of a
subsidiary bank. Other operating expenses were $3,144,257 for the six-month
period and $1,465,295 for the quarter ended June 30, 1996, a decrease of 1% and
9%, respectively, over the comparable periods in 1995. This decrease was due
mainly to the divestiture of a subsidiary bank and tighter expense control.

ASSET/LIABILITY MANAGEMENT

The primary objective of asset and liability management is to structure the
balance sheet appropriately in order to maximize net interest income while
maintaining acceptable levels of liquidity and interest rate risk. The policies
and guidelines for managing balance sheet and off-balance sheet activities are
formulated and monitored by the Company's Asset and Liability Committee
("ALCO").

INTEREST-SENSITIVITY

Interest-sensitivity management is concerned with optimizing the effects of
interest rate changes on net interest income. Interest-sensitivity is measured
by gaps defined as the difference between interest-sensitive assets and
interest-sensitive liabilities within any specific time frame. For example, a
negative, or liability-sensitive, gap occurs when interest-sensitive liabilities
exceed interest-sensitive assets. This generally indicates that net interest
income will improve if interest rates fall. The opposite would be true in the
case of a positive or asset-sensitive gap.

Interest-sensitivity analysis is a valuable tool in assessing the potential
impact of interest rate changes on net interest income. The Company's
interest-sensitivity position is closely monitored by ALCO, which regularly
examines and evaluates the potential impact of varying scenarios of market
interest rates and balance sheet composition. Other factors, however, such as
changes in balance sheet mix and interest rate spread relationships, also play a
vital role in maximizing net interest income.

On June 30, 1996, interest-bearing assets of the Company maturing in twelve
months or less were equal to approximately 96% of the interest-bearing
liabilities of the Company falling due in twelve months or less. Therefore at
that date the Company was considered to be 96% liability-sensitive for a
twelve-month period. This means that for each $100 of liabilities which can be
expected to reprice during that period, $96 of assets can be expected to
reprice. In a declining rate environment, for each $100 of liabilities which
reprice and thus lower the expenses of the Company, $96 of assets will also
reprice, therefore generating higher income for the Company; the net result will
be an increase in the interest spread. In an increasing rate environment the
converse would be true; the net interest spread would decrease.

                                       19

<PAGE>

On June 30, 1996, the Company had a positive gap (rate-sensitive assets in
excess of rate-sensitive liabilities) with respect to rate-sensitive assets and
rate-sensitive liabilities maturing in less than three months and over five
years; for those maturing in over three months and under five years,
rate-sensitive liabilities exceeded rate-sensitive assets. The cumulative
interest rate sensitivity gap (that is, the cumulative ratio of
interest-sensitive assets expressed as a percentage of interest-sensitive
liabilities) for maturities up to three months was 210.51%; for maturities up to
twelve months it was 95.73%; for maturities up to five years it was 96.32%; and
for all maturities, including maturities over five years, it was 115.32%.

The Company's interest-sensitivity position at June 30, 1996 is presented below.

<TABLE>
<CAPTION>
Interest Rate Sensitivity Analysis
(Dollars in thousands)

                                     0-3       3-12       1-5        OVER
JUNE 30, 1996                      MONTHS     MONTHS     YEARS     5 YEARS     TOTAL
-------------                     --------   --------   --------   --------   --------
<S>                               <C>        <C>        <C>        <C>        <C>
Investment securities and
  securities held for sale(1)     $ 22,186   $  7,003   $ 36,334   $ 49,884   $115,407
Federal funds sold and other
  short-term investments               100         --         --         --        100
Loans and loans held for sale       95,173     50,386     85,433     59,334    290,326
                                  --------   --------   --------   --------   --------
Earning assets                     117,459     57,389    121,767    109,218    405,833
Deposits:
  Interest-paying checking(2)           --         --     55,156         --     55,156
  Money market                      32,430         --         --         --     32,430
  Savings(2)                            --         --     22,451         --     22,451
  Certificates of deposit
   and public funds                 10,331    126,848     47,685     43,969    228,833
Federal funds purchased
  and other short-term
  borrowings                        13,036         --         --         --     13,036
                                  --------   --------   --------   --------   --------
Interest-bearing liabilities        55,797    126,848    125,292     43,969    351,906
                                  --------   --------   --------   --------   --------
Interest-sensitivity gap          $ 61,662   $(69,459)  $ (3,525)  $ 65,249   $ 53,927
                                  ========   ========   ========   ========   ========
Cumulative gap                    $ 61,662   $ (7,797)  $(11,322)  $ 53,927
                                  ========   ========   ========   ========
Cumulative gap to total
 earning assets (%)                  15.19      (1.92)     (2.79)     13.29
                                  ========   ========   ========   ========
Cumulative ratio of interest-
 sensitive assets to interest-
 sensitive liabilities (%)          210.51      95.73      96.32     115.32
                                  ========   ========   ========   ========

<FN>
Loans are stated net of unearned income.
Non-earning assets and non-interest-bearing liabilities have been excluded from
analysis.

(1) The rate sensitivity schedule included above lists securities in time frames
of their stated or final maturities. Literally all of the securities in the
over-5-year category have shorter average lives or call dates and are expected
to mature or be called well before the stated maturity and even prior to the 5-
year term.

(2) It has been our experience that through a variety of interest rate
scenarios, interest-paying checking and savings accounts have not materially
increased or decreased as a result of interest rate changes. It is for this
reason that the Company has felt comfortable classifying its deposit accounts as
1-5 year liabilities.
</FN>
</TABLE>

                                       20

<PAGE>

RISK ELEMENTS

NON-ACCRUAL, PAST DUE AND RESTRUCTURED LOANS

The table below presents an analysis of consolidated risk elements of the
Company classified as follows: (a) non-accrual loans; (b) 90-day loans; (c)
troubled debt restructurings as defined in Statement of Financial Accounting
Standards No. 15, "Accounting by Debtors and Creditors for Troubled Debt
Restructurings"; and (d) Other Real Estate Owned.

                                             (In Thousands)
                                     06/30/96   03/31/96   12/31/95
                                     --------   --------   --------
(a)  Non-accrual loans                 $1,314   $  2,419   $  1,520
(b)  90-day loans                       1,470      1,132        852
(c)  Troubled debt restructurings        None       None       None
(d)  Other Real Estate Owned              477        459        634

Non-accrual loans decreased by $1,105,000 in the quarter ended June 30, 1996 due
primarily to the deletion of three loans totalling $1,051,000. Two of the loans
totalling $866,000 have been brought current and are performing and returned to
accrued status. A third loan for $185,000 was paid off in full in June 1996.

Ninety-day loans increased by $338,000 in the quarter ended June 30, 1996 due
primarily to the following: (a) four Government-guaranteed loans totalling
$590,000 have become delinquent. These are farm loans, demand has been made, and
full pay-off is expected. The outstanding balance represents only the guaranteed
portion of the loan which Jefferson Bank has purchased; and (b) a loan for
$146,000 has matured and was not renewed until July 1996; it is secured by real
estate. The foregoing were partially off-set by a $134,000 reduction in the
Bank's discounted mortgage portfolio.

Potential problem loans were as follows at the dates set forth:

                                 6/30/96   03/31/96   12/31/95
                                 -------   --------   --------
                                   $ 121      $ 121     $1,278

At June 30, 1996 the non-accrual loans were broken down as follows:

Residential Real Estate          $   894        68%
Commercial Real Estate               284        22%
Commercial                            99         8%
Installment Loans                     37         3%

There are three major concentrations within the non-accruing portfolio. Two are
residential first mortgage loans, each of which comprises 10% of the portfolio.
Foreclosure is in process and no loss is expected. Both loans are classified
substandard. A third loan, which comprises 12% of the total non-accrual loans,
is secured by business assets but the amount of final recovery cannot now be
determined. Eighty percent of the loan is included in the allowance for loan
losses. The loan is classified substandard.

There are three major concentrations within the classified loans. One loan,
which comprises 34% of total classified loans, is secured with a combination of
collateral including real estate and marketable securities. This loan is
classified special mention due to chronic delinquency. However, it is current
and accruing. A second loan, which comprises 25% of total classified loans, is
secured with real estate and assignment of a note receivable. This loan is
classified substandard due to chronic delinquency. However, it is current and
accruing. A third loan, which comprises 10% of total classified loans, is

                                       21

<PAGE>

secured with the borrower's residence.  This loan is classified substandard due
to chronic delinquency.  However, it is current and accruing.

Other real estate owned increased by $18,000 in the quarter ended June 30, 1996.
There were no concentrations requiring mention.

At June 30, 1996 $21,794 was classified as loss and is fully reserved.

LIQUIDITY MANAGEMENT

In order for the Company's banking subsidiary to satisfy the requirements of
depositors wanting to withdraw funds and to meet the credit needs of borrowers,
it must maintain certain levels of liquidity. Asset and liability management
strategy is designed to achieve the maintenance of an adequate level of
liquidity and the management of the interest-rate sensitive structure of the
balance sheet. The basic objective of interest-rate sensitive management is the
protection of net interest income from sharp fluctuations caused by changes in
the market. The management of liquidity and interest-rate sensitivity are
closely related as both are affected by maturities of assets and the source of
funds.

Liquidity and interest-rate sensitivity positions are closely monitored by an
asset and liability committee which regularly examines and evaluates the
potential impact of varying scenarios of market interest rates, balance sheet
compositions and funding source requirements.

Liquidity of the Company's banking subsidiary is provided in part through the
cash flow generated by transactions in the ordinary course of business. Loan
repayments and maturing earning assets furnish additional cash flow sources.
Liquidity is also provided by the acquisition of new deposits, as well as by
ability to raise funds in a variety of money markets. Further liquidity can be
provided by liquidation of securities available for sale. As of June 30, 1996,
securities available for sale amounted to $114,400,000.

CAPITAL RESOURCES

The Company has continued to maintain a strong capital base during 1996. At June
30, 1996 the Company's Tier 1 risk-based capital and total capital ratios (as
more fully described below) were 9.95% and 10.60%, respectively. The Company's
leverage ratio was 8.50% at June 30, 1996. These ratios were well above the
minimum capital requirements established by government agencies.

The Company and its banking subsidiaries are subject to a minimum Tier 1 capital
to risk-rated assets ratio of 4% and total capital (Tier 1 plus Tier 2) to
risk-rated asset ratio of 8%. The Federal Reserve Board has also established
additional capital adequacy guidelines referred to as the Tier 1 leverage ratio
that measures the ratio of Tier 1 capital to average assets. The most highly
rated bank holding companies will be required to maintain a Tier 1 leverage
ratio of 3%. The required ratio will be based on the Board's assessment of the
individual bank holding company's asset quality, earnings performance, interest
rate risk and liquidity. The FDIC Improvement Act of 1991 ("FDICIA") requires
the establishment of a capital-based supervisory system of prompt corrective
action of all depository institutions. The Board's regulations under FDICIA
defines "well capitalized" institutions as those whose capital ratios equal or
exceed the following minimum ratios: Tier 1 capital ratio of 6%, total
risk-based ratio of 10%, and Tier 1 leverage ratio of 5%.

                                       22

<PAGE>

As of June 30, 1996, the Company's Tier 1 capital, total risk-based capital and
Tier 1 leverage ratios were 9.95%, 10.60% and 8.50%, respectively. These ratios,
as well as the corresponding ratios of the Company's banking subsidiary, are
well above industry averages.

Stockholders' equity and book value per share as of June 30, 1996 were
$36,453,478 and $9.57, compared to $34,288,792 and $9.48 for the same period in
1995. Stockholders' equity (not including unrealized losses on securities
available for sale) as of June 30, 1996 increased to $40,027,027 from
$37,855,966 as of June 30, 1995. Book value per share on the same basis was
$10.50 as of June 30, 1996 compared to $10.47 as of June 30, 1995. It is
noteworthy that the number of outstanding shares increased to 3,811,976 at June
30, 1996 from 3,616,792 a year earlier. The foregoing figures are net of
dividends in the amounts of $952,673 and $903,864 in the 1996 and 1995 quarters,
respectively. Unless there were a permanent impairment, unrealized gains or
losses on securities available for sale are not reflected in the statement of
consolidated income until they are sold.

As of June 30, 1996, the Company had no material commitments for capital
expenditures.

                   PART II.  OTHER INFORMATION

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

The 1996 annual meeting of the stockholders of the Company was held on April 23,
1996. The table below sets forth the results of the votes taken:

1.   ELECTION                           VOTES        VOTES
     OF DIRECTORS        VOTES FOR      AGAINST      WITHHELD
     ------------        ---------      -------      --------
     Lenore J. Gaynor    2,896,317        412         24,712
     Jerrold F. Goodman  2,896,317        412         24,712
     Sherman S. Winn     2,896,102        627         24,712

2.   Proposal to Ratify adoption of the Jefferson Bancorp 1996 Restricted Stock
     Plan.

                                        VOTES
                         VOTES FOR      AGAINST        ABSTAIN
                         ---------      -------        -------
                         2,390,885      515,063         15,493

                                       23

<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

JEFFERSON BANCORP, INC.

     OCTOBER 23, 1996              /s/ BARTON S. GOLDBERG
                                   -------------------------------
                                   Barton S. Goldberg
                                   Secretary-Treasurer (Principal
                                   Financial Officer and Director)

     OCTOBER 23, 1996              /s/ SYED F. ZAFAR
                                   -------------------------------
                                   Syed F. Zafar
                                   Senior Vice President & Comptroller
                                   (Principal Accounting Officer)

                                       24