UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20552

                                   ----------

                                    FORM 10-K

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

For the fiscal year ended    September 30, 2000
                          ---------------------
                                       OR
[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from ________ to ________

                        Commission file number 000-22817
                                   -----------

                         HARBOR FLORIDA BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                              65-0813766
-------------------------------------------        -----------------
           (State or other jurisdiction             (I.R.S. employer
         of incorporation or organization)         identification no.)

                              100 S. SECOND STREET
                              FORT PIERCE, FL 34950
                    (Address of principal executive offices)
                                   (ZIP code)

Registrant's telephone number, including area code   (561) 461-2414
                                                    -----------------

Securities registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock (par value $0.10)
                                (Title of class)


                                (Title of class)


                                     <PAGE>



     Indicate by check mark whether the  registrant:  (1) has filed all reports
required to be filed by Section 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  by  check  mark  if  disclosure  of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained  herein, and will not be contained,
to the best of  registrant's  knowledge, in  definitive  proxy  or  information
statements  incorporated  by  reference in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

         The aggregate  market value of the voting stock held by non-affiliates
of the  Registrant computed by  reference to the average bid and asked price of
the common stock as of December 8, 2000 ($14.0625) was $350,694,802.

         The number of shares of common stock  outstanding  on December 8, 2000
was 24,938,297.


         Documents incorporated by reference:

1.       Annual Report to Stockholders for the fiscal year ended
         September 30, 2000 (Parts II and III).

2.       Proxy Statement for the 2000 Annual Meeting of
         Stockholders (Part III).



                                     <PAGE>



                                TABLE OF CONTENTS



    Item                                                                   Page
     No.                                                                    No.
     ---                                                                    ---

               Part I

      1        Business.......................................................4

      2        Properties....................................................21

      3        Legal Proceedings.............................................24

      4        Submission of Matters to a Vote of Security-Holders...........24

               Part II

      5        Market for Registrant's Common Equity
               and Related Stockholder Matters...............................24

      6        Selected Financial Data.......................................25

      7        Management's Discussion and Analysis of Financial
               Condition and Results of Operations...........................25

     7A        Quantitative and Qualitative Disclosures about Market Risk....25

      8        Financial Statements and Supplementary Data...................25

      9        Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure...........................25

               Part III

     10        Directors and Executive Officers of the Registrant............26

     11        Executive Compensation........................................26

     12        Security Ownership of Certain Beneficial Owners
               and Management............................................    26

     13        Certain Relations and Related Transactions....................26

     14        Exhibits, Financial Statement Schedules, and Reports on Form
               8-K...........................................................27



                                     <PAGE>



                                     PART I

Item 1.  Business

General

       Harbor Florida  Bancshares,  Inc., (the "Company" or "Bancshares"),  is a
Delaware  corporation  organized  in 1998 and is the holding  company for Harbor
Federal Savings Bank (the "Bank"), a federally  chartered savings bank. The Bank
was founded in 1934 as a federally  chartered savings  institution.  The Company
owns  100% of the  Bank's  common  stock.  Currently,  it  engages  in no  other
significant  activities  beyond  its  ownership  of  the  Bank's  common  stock.
Consequently,  its net income is derived from the Bank. The Bank provides a wide
range of banking services and is engaged in the business of attracting  deposits
primarily  from the  communities  it serves and using  these and other  funds to
originate primarily one-to-four family first mortgage loans for retention in its
portfolio.

       Prior to March 18, 1998, the Company's predecessor entity, Harbor Florida
Bancorp,  Inc.  ("Bancorp"),  was owned approximately 53.37% by Harbor Financial
M.H.C.  ("Mutual Holding Company") and 46.63% by public  shareholders.  On March
18,  1998,  pursuant to a plan of  conversion  and  reorganization,  and after a
series of  transactions:  (1)  Bancshares  was formed  and became the  surviving
corporate  entity,  (2)  Bancshares  sold  the  ownership  interest  in  Bancorp
previously  held by the Mutual  Holding  Company to the public in a subscription
offering (the "Offering")  (16,586,752  common shares at $10.00 resulting in net
cash proceeds after costs and funding the ESOP of  approximately  $150 million),
(3) previous  public  shareholders  of Bancorp had their shares  exchanged  into
14,112,400  common  shares of  Bancshares  (exchange  ratio of 6.0094 to 1) (the
"Exchange"),  and (4) the  Mutual  Holding  Company  ceased to exist.  The total
number of shares of common stock outstanding following the Offering and Exchange
was 30,699,152.  The  reorganization  was accounted for in a manner similar to a
pooling  of  interests  and  did  not  result  in  any  significant   accounting
adjustments.  As a result  of the  reorganization,  the  consolidated  financial
statements  for prior  periods have been  restated to reflect the changes in the
par value of  common  stock  from  $.01 to $.10 per  share and in the  number of
authorized shares of common stock from 13,000,000 to 70,000,000.

Market Area

         The Company  serves  communities  in six  growing  and diverse  Florida
counties. Its headquarters are in Fort Pierce,  Florida,  located on the eastern
coast  of  Florida  between  Stuart  and  Daytona  Beach.  In  addition  to  its
headquarters,  it has sixteen branch offices and one insurance  agency office in
St.  Lucie,  Indian River and Martin  counties,  located on Florida's  "Treasure
Coast." This area is  characterized by both a large retirement and vacation home
population and a significant  agricultural economy,  primarily citrus crops. The
Company has five branch offices located in Brevard County, which encompasses the
"Space  Coast" of the  state.  Brevard  County  has an  industrial  base  fueled
primarily by companies  related to NASA and the John F.  Kennedy  Space  Center.
Prominent  electronics  concerns  such as  Harris  Corporation  are  also  major
employers  in this area.  The Company also has one branch  office in  Okeechobee
County,  a rural,  agricultural  area, and six branch offices in Volusia County,
where tourism and a large retirement population predominate.

Lending Activities

         General.  The Company's  principal  activity has historically been, and
will continue to be for the foreseeable  future,  the origination of one-to-four
family  residential  mortgage loans.  The Company sells some  conforming  loans,
primarily to the Federal National  Mortgage  Association  ("FNMA"),  and has, on
rare occasions, purchased whole loans and loan participations,  but it primarily
focuses  on the  origination  of loans and  retains  them in its  portfolio  for
investment.  See " --  Lending  Activities  --  One  to  Four  Family  Permanent
Residential  Mortgage  Loans"  below.  The Company also  originates  one-to-four
family  residential  construction and consumer loans, and consumer  installment,
commercial real estate and commercial  business loans.  Substantially all of the
Company's  mortgage  loans  are  secured  by  property  in its  market  area and
substantially all of its other loans are made to borrowers in its market area.

         The Company offers both fixed-rate and adjustable rate mortgage ("ARM")
loans. The Company has sought to increase its origination of ARM loans to reduce
its interest rate risk.  However,  the Company's  ability to originate ARM loans
has been limited by borrower preference for fixed-rate loans.


                                     <PAGE>



         Loan  and  Mortgage  - Backed  Securities  Portfolio  Composition.  The
following  table sets forth a summary of the  composition  of the Company's loan
and mortgage-backed securities portfolio by type of loan at the dates indicated.
<TABLE>
<CAPTION>
                                                                       At September 30,
 --------------------------------------------------------------------------------------------------------------------------------

                                      2000                 1999              1998                1997                1996
                               -----------------    ----------------    ----------------    -----------------   -----------------

                                         Percent             Percent             Percent              Percent            Percent
                                           of                  of                  of                   of                 of
                                Amount    Total      Amount   Total      Amount   Total      Amount    Total     Amount   Total
                               -------  --------    -------  -------    -------  --------    -------  --------   ------   ------

                                                                           (Dollars in thousands)

Mortgage Loans
<S>                            <C>        <C>       <C>        <C>      <C>        <C>       <C>        <C>     <C>       <C>
Construction 1 - 4 Family.     $106,063    7.88%    $ 91,922    7.94%   $ 66,671    6.62%    $ 47,800    5.42%  $ 43,994   5.46%
Permanent 1 - 4 Family....      899,229   66.81      788,408   68.12     707,078   70.26      629,906   71.46    584,297   72.49
Multifamily...............       20,474    1.52       15,141    1.31      11,074    1.10       15,326    1.74     17,804    2.21
Nonresidential............      120,067    8.92       99,824    8.63      84,254    8.37       54,983    6.24     41,970    5.21
Land......................       54,731    4.07       41,882    3.62      27,562    2.75       33,182    3.76     29,034    3.60
                              ---------   -----    ---------   -----     -------  ------      -------  ------    -------  ------
    Total Mortgage Loans..    1,200,564   89.20    1,037,177   89.62     896,639   89.10      781,197   88.62    717,099   88.97
                              ---------   -----    ---------   -----     -------  ------      -------  ------    -------  ------
Other Loans
Commercial................       28,606    2.13       21,192    1.83      15,074    1.50       11,287    1.28      8,199    1.02
Consumer:
    Home Improvement......       21,636    1.61       17,205    1.49      19,016    1.89       20,614    2.34     20,679    2.56
    Manufactured
        Housing..........        15,736    1.17       16,190    1.40      16,418    1.63       16,399    1.86     15,784    1.96
    Other Consumer (1)....       79,363    5.89       65,489    5.66      59,223    5.88       51,988    5.90     44,265    5.49
                              ---------   -----    ---------   -----   ---------   -----    ---------   -----   ---------  -----
    Total Other Loans.....      145,341   10.80      120,076   10.38     109,731   10.90      100,288   11.38     88,927   11.03
                              ---------   -----    ---------   -----   ---------   -----    ---------   -----   ---------  -----
Total Loans Receivable...     1,345,905  100.00%   1,157,253  100.00%  1,006,370  100.00%     881,485  100.00%   806,026  100.00%
                              ---------  ======    ---------  ======   ---------  ======      -------  ======    -------  ======
Less:
Loans in process..........       77,074               70,722              46,152               32,078             26,788
Deferred loan fees and
    discounts.............        4,433                4,244               3,700                3,446              3,203
Allowance for loan losses.       12,729               11,952              11,818               11,691             11,016
                                 ------           ----------          ----------           ----------           --------
    Subtotal..............       94,236               86,918              61,670               47,215             41,007
                                 ------           ----------          ----------           ----------           --------
Total Loans Receivable,
     Net..................    1,251,669            1,070,335             944,700              834,270            765,019
Loans Held for Sale.......        2,548                1,747                 714                  141              4,870
Mortgage-Backed
    Securities..............    165,059              196,971             201,049              176,854            153,293
                              ---------           ----------          ----------           ----------           --------
Total.....................   $1,419,276           $1,269,053          $1,146,463           $1,011,265           $923,182
                             ==========           ==========          ==========           ==========           ========
</TABLE>

 (1)   Includes home equity and other second mortgage loans.

                                                                ---------------
                                     <PAGE>
       The  following  table shows the  maturity or period to  repricing  of the
Company's loan and mortgage-backed  securities portfolios at September 30, 2000.
Loans that have  adjustable  rates are shown as being due in the period in which
the  interest  rates are next  subject  to change.  The table  does not  include
prepayments  or scheduled  principal  amortization.  Prepayments  and  scheduled
principal  amortization on loans totaled  $286.2,  $278.0 and $246.4 million for
fiscal years 2000, 1999 and 1998, respectively.  Loans having no stated maturity
and no schedule of repayments (including delinquent loans), and demand loans are
reported as due within one year.
<TABLE>
<CAPTION>
                                            One         Three        Five
                              Within      Through      Through      Through    Ten through Beyond twenty
                             one year   three years   five years   Ten years   twenty years    years         Total
                             --------   -----------   ----------   ---------   ------------ ------------   ---------
                                                                (In thousands)

Mortgage loans:
<S>                          <C>          <C>          <C>          <C>          <C>           <C>          <C>
  Permanent 1 - 4 family..   $133,500     $70,234      $40,463      $66,179      $263,070      $371,169     $944,615
  Other...................     75,255      25,560       23,267       19,416        35,135           759      179,392
Other loans:
  Consumer ...............     32,140      15,113       27,830       31,789         9,420           273      116,565
  Commercial .............     17,512       2,532        3,458        4,446            93           ---       28,041
Nonperforming loans (1)...      2,766         ---          ---          ---           ---           ---        2,766
Mortgage-backed securities     11,594       6,183       39,001        9,642        98,639           ---      165,059
                             --------    --------     --------     --------      --------       -------    ---------
    Sub-total.............   $272,767    $119,622     $134,019     $131,472      $406,357      $372,201   $1,436,438
                             ========    ========     ========     ========      ========      ========
Deferred loan fees and
    discounts.............                                                                                    (4,433)
Allowance for loan losses.                                                                                   (12,729)
                                                                                                           ---------
Total (2)(3)..............                                                                                $1,419,276
                                                                                                          ==========
</TABLE>

(1) All nonperforming loans are reported as due within one year regardless of
    the actual maturity term.
(2) Amounts reported do not include principal repayment or prepayment
    assumptions.
(3) Amounts include loans held for sale of $2,548,000 at September 30, 2000.
                                                 --------------

       The   following   table  sets  forth  the   amount  of   fixed-rate   and
adjustable-rate loans at September 30, 2000 due or repricing after September 30,
2001.


                                                     Adjustable
                                      Fixed Rate        Rate              Total
                                      -----------------------------------------
                                                  (In thousands)
Mortgage loans:
  Permanent 1 - 4 family............    $693,211      $117,904        $811,115
  Other.............................      54,405        49,732         104,137
Other loans:
  Consumer .........................      84,425           ---          84,425
  Commercial .......................      10,529           ---          10,529
                                         ------        -------       ---------
Total loans.........................     842,570       167,636       1,010,206
Mortgage-backed securities..........     153,465           ---         153,465
                                         -------       -------      ----------
Total...............................    $996,035      $167,636      $1,163,671
                                        ========      ========      ==========

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


                                     <PAGE>

       One-to-Four  Family Permanent  Residential  Mortgage Loans. The Company's
primary  lending  activities  focus on the  origination  of  one-to-four  family
residential mortgage loans. The Company generally does not originate one-to-four
family  residential loans on properties outside of its market area. At September
30, 2000,  $899.2  million or 66.8% of the  Company's  total loan  portfolio and
56.8% of total assets consisted of one-to-four family loans.

       The Company's fixed rate loans generally are originated and  underwritten
according to standards that permit sales in the secondary market.  However,  the
decision to sell depends on a number of factors including the yield and the term
of the loan, market  conditions,  and the Company's current portfolio  position.
The  Company  sells a small  portion  of newly  originated  30 year  fixed  rate
mortgage  loans.  In addition,  the Company  sells loans under the single family
Mortgage Revenue Bond Programs through local County Housing Finance Authorities.
The servicing on these loans is also released.

       The Company  currently offers  one-to-four  family  residential  mortgage
loans with fixed,  adjustable  or a  combination  of  fixed/adjustable  interest
rates.  Adjustable rate loans enable the Company to create a loan portfolio more
sensitive to fluctuating  interest  rates.  Originations  of fixed rate mortgage
loans  versus  ARM loans are  monitored  on an  ongoing  basis and are  affected
significantly by the level of market interest rates,  customer  preference,  the
Company's interest rate gap position, and loan products offered by the Company's
competitors.  In a low interest rate  environment,  borrowers  typically  prefer
fixed rate loans to ARM loans, and even if management's strategy is to emphasize
ARM loans,  market conditions may be such that there is greater demand for fixed
rate mortgage loans.

       The Company  generates  residential  mortgage loan activity through local
advertising, its existing customers and referrals from local real estate brokers
and home builders.  All loans are  originated by Company loan officers,  none of
whom have underwriting authority. Independent loan brokers are not used.

       Residential  loans are authorized and approved under central authority by
experienced  underwriters.  Underwriters  have  individual  authority to approve
loans up to the maximum amount of $250,000. Residential mortgage loans in excess
of this amount are  approved  by  management  individually  up to $750,000 or by
committee if above $750,000.  The Company also has direct endorsement  authority
from the Federal Housing Authority ("FHA") to allow for internal approval of FHA
insured loans. FHA loans are approved under central  authority by an underwriter
with a "Direct Endorsement" designation from the FHA. The Company's underwriting
standards are intended to ensure that borrowers are sufficiently  credit worthy,
and all of the Company's lending is subject to written underwriting policies and
guidelines  approved  by  the  Company's  Board  of  Directors.   Detailed  loan
applications are designed to determine the borrower's  ability to repay the loan
and certain information  solicited in these applications is verified through the
use of credit reports, financial statements and other confirmations. The Company
obtains an appraisal of substantially  all of the proposed  security property in
connection with  residential  mortgage loans.  Additionally,  title insurance is
required for all mortgage loans except home equity loans of $50,000 or less.


<PAGE>

       The types,  amounts,  terms of and security for conventional loans (those
not insured or guaranteed by the U.S.  government or agencies thereof,  or state
housing  agencies)  originated  by the Company are  significantly  prescribed by
federal  regulation.  The Office of Thrift Supervision ("OTS") regulations limit
the amount which the Company can lend up to specified  percentages  of the value
of the real  property  securing the loan,  as  determined by an appraisal at the
time the loan is originated (referred to as "loan-to-value ratios"). The Company
makes one-to-four family home loans and other residential real estate loans with
loan-to-value  ratios  generally  of up to  80% of the  appraised  value  of the
security property. In certain circumstances  loan-to-value ratios exceed 80%, in
which case private mortgage insurance is generally required.  A substantial part
of the Company's loan originations are made to borrowers to finance second homes
for vacation use or for use as a rental  property.  Such loans may be considered
to have a higher credit risk than loans to finance a primary residence.

       One-to-Four  Family  Residential   Construction  Loans.  A  part  of  the
Company's  loan  originations  are to finance the  construction  of  one-to-four
family homes in the Company's market area. At September 30, 2000 the Company had
$106.1  million  in such  loans,  representing  7.9% of total  loans.  It is the
Company's  policy to disburse loan proceeds as  construction  progresses  and as
inspections warrant.

       A portion of these  loans is made  directly  to the  individual  who will
ultimately  own and occupy the home. Of these,  the vast majority are structured
at origination  to guarantee the permanent  financing to the Company as well. In
recent years the  origination  of these  construction  loans to  individuals  is
second in volume only to the  origination  of  traditional  loans to finance the
purchase or refinance of an existing home.  However,  the  significance  of this
type of lending to the Company is not evident  from the amount of these loans in
its portfolio at any given time because these  construction loans to individuals
usually "roll" into permanent financing.

       Consumer  Loans.  The Company  originates  consumer loans as an essential
element  in  its  retail-oriented  strategy.   Secured  consumer  loans  include
automobile,  manufactured  housing,  boat and truck loans,  home equity and home
improvement  loans as well as loans secured by the borrower's  deposit  accounts
with the Company.  The loans for manufactured  housing are generally  originated
within  quality,  retirement  lifestyle  communities  spread  throughout the six
county  market  area  that  feature  amenities  such as full  service  clubhouse
facilities, swimming pools, and, in a number of cases, golf courses. These loans
are subject to the normal underwriting  standards of the Company. Loans are made
on either a fixed-rate or  adjustable-rate  basis, with terms generally up to 15
years. A limited  amount of unsecured  consumer  loans are also  originated.  At
September 30, 2000, consumer-oriented loans accounted for $116.7 million or 8.7%
of the Company's total loan portfolio.

       Non-Residential  and Land Mortgage  Loans. In the late 1980's the Company
curtailed its lending in  non-residential  mortgages with the exception of loans
to finance the sale of the Company's real estate acquired  through  foreclosure.
In recent years,  the Company  re-entered this market and made a total of $37.1,
$34.7 and $38.3  million of  non-residential  mortgage  loans in 2000,  1999 and
1998,  respectively.  At September 30, 2000,  nonresidential  loans  constituted
$120.1  million or 8.9% of the Company's  total loan  portfolio.  Origination of
these loans plays a subordinate role to the origination of residential  mortgage
and  consumer-related  loans.  Non-residential  mortgage  loans are  offered  on
properties  within  the  Company's  primary  market  area  using  both  fixed or
adjustable rate programs.

       Loans  secured by  non-residential  real estate  generally  carry  larger
balances  and  involve  a  greater  degree  of  risk  than  one-to-four   family
residential  mortgage loans. This increased risk is a result of several factors,
including  the  concentration  of  principal  in a  limited  number of loans and
borrowers,  the  effects  of general  economic  conditions  on  income-producing
properties,  and the increased  difficulty of evaluating  and  monitoring  these
loans.  Furthermore,  the repayment of loans secured by non-residential property
is typically dependent upon the successful  operation of the related real estate
project. If the cash flow from the project is reduced, the borrower's ability to
repay the loan may be impaired.  See "Business -- Delinquent,  Nonperforming and
Classified Assets."

       The Company also  originates  developed  building lot loans ("lot loans")
secured by individual  improved lots for future  residential  construction.  Lot
loans are offered  with either a fixed or  adjustable  interest  rate and with a
maximum term of up to 15 years.  At September 30, 2000 these loans accounted for
$19.5 million or 1.5% of the Company's total loan portfolio.

       Other  Loans.   The  balance  of  the  Company's   lending   consists  of
multi-family  mortgage and commercial  loans.  At September 30, 2000 these loans
represented  $20.5 million or 1.5% and $28.6 million or 2.1%,  respectively,  of
the Company's total loan portfolio.  The multi-family mortgage loans are secured
primarily  by apartment  complexes.  These loans are subject to the same lending
limits as apply to the Company's  commercial real estate lending. The commercial
loans represent  primarily  equipment and other business loans to  professionals
such as  physicians  and  attorneys.  These  loans are an  integral  part of the
Company's  strategy of seeking  synergy  between  its  various  deposit and loan
products and as a service to existing customers.

Origination and Sale of Loans

       From time to time the Company has sold mortgage  loans,  primarily to the
FNMA and the FHLMC.  Historically,  the  Company has not  purchased  significant
amounts of loans.

       The Company sells a small portion of newly originated  30-year fixed rate
mortgage  loans.  In addition,  the Company  sells loans under the single family
Mortgage Revenue Bond Programs through local County Housing Finance Authorities.
The servicing on these loans is also released,  which means the Company does not
retain any administrative or collection  responsibilities in connection with the
loans.  The  purpose of  selling a portion  of fixed  rate  loans  from  current
production is to reduce interest rate risk by limiting the growth of longer term
fixed rate loans in the portfolio and to generate service fee income over time.



                                     <PAGE>


       The  following  table shows  total loan  origination  activity  including
mortgage-backed securities, during the periods indicated.


                                              Years Ended September 30,

                                           2000           1999         1998
                                        ---------      ---------   ----------
                                                    (In thousands)

Mortgage loans (gross):
  At beginning of year (1).............$1,038,954      $ 897,363     $781,341
  Mortgage loans originated:
    Construction 1-4 Family............   125,539        112,508       83,429
    Permanent 1-4 Family...............   143,334        162,866      173,758
    Multi-family.......................     7,211          5,075          605
    Nonresidential.....................    37,063         34,726       38,260
    Land...............................    51,283         22,755       11,313
                                        ---------     ----------     --------
  Total mortgage loans originated (2)..   364,430        337,930      307,365

  Mortgage loans sold..................    (5,289)        (8,432)      (9,125)
  Principal repayments.................  (193,401)      (186,632)    (179,354)
  Mortgage loans transferred to
   real estate owned...................    (1,548)        (1,275)      (2,864)
                                       ----------     ----------     --------
  At end of year.......................$1,203,146     $1,038,954     $897,363
                                       ==========     ==========     ========
Other loans (gross):
  At beginning of year................. $ 120,076      $ 109,731    $ 100,288
  Other loans originated...............   118,446        101,949       77,044
  Principal repayments.................   (93,181)       (91,604)     (67,601)
                                         --------       --------     --------
  At end of year.......................  $145,341       $120,076     $109,731
                                         ========       ========     ========
Mortgage-backed securities (gross):
  At beginning of year.................  $196,971       $201,049     $176,854
  Mortgage-backed securities purchased.       ---         70,074      100,222
  Principal repayments.................   (31,912)       (74,152)     (76,027)
                                          -------       --------      -------
  At end of year.......................  $165,059       $196,971     $201,049
                                         ========       ========     ========

       (1)        Includes loans held for sale.
       (2)        Loans originated represent loans closed, however all loans may
                  not be fully disbursed at time of closing.
                              --------------------

Mortgage-backed Securities

       A substantial  part of the Company's  business  involves  investments  in
mortgage-backed  securities  issued or  guaranteed  by an  agency of the  United
States  government.   Historically,  the  Company's  mortgage-backed  securities
portfolio  has  consisted  primarily  of  pass-through  mortgage   participation
certificates issued by FHLMC and FNMA. These pass-through certificates represent
a participation interest in a pool of single-family mortgages, the principal and
interest payments on which are passed from the loans'  originators,  through the
FHLMC and FNMA that pools and packages the participation interests into the form
of securities,  to investors  such as the Company.  The FHLMC and FNMA guarantee
the payment of principal  and  interest.  The  underlying  pool of mortgages can
consist of either fixed-rate or adjustable-rate loans. At September 30, 2000 the
Company's  portfolio of mortgage-backed  securities  consisted entirely of FHLMC
and FNMA  participation  certificates.  Of the $165.1 million in mortgage-backed
securities  at  that  date,  approximately  $9.5  million  or  5.7%  represented
adjustable-rate  securities and $155.6 million or 94.3%  represented  fixed-rate
securities with anticipated maturity dates from 5 months to 27 years.

    Adjustable-rate  mortgage-backed securities ("ARM Securities") have periodic
adjustments  in the coupons based on the  underlying  mortgages.  These periodic
coupon  adjustments are subject to annual and lifetime caps. The caps serve as a
limit to the amount that the coupon will change during any coupon-reset  period.
As interest  rates on the  mortgages  underlying  the ARM  Securities  are reset
periodically  (one to 12 months),  the yields on these securities will gradually
adjust  to  reflect  changes  in  market  rates.  Management  believes  that the
adjustable-rate feature of ARM Securities will help to reduce sharp fluctuations
in security value that result from normal changes in interest rates.
<PAGE>

    During periods of declining interest rates, the coupon on ARM Securities may
adjust  downward,  resulting  in lower  yields  and  reduced  income  from these
securities.   Thus,   ARM   Securities  may  have  less  potential  for  capital
appreciation as compared to fixed-rate debt securities. During periods of rising
interest  rates,  the coupon on ARM  Securities  may not fully adjust  upward in
conjunction  with  changes  in market  rates due to  annual or  lifetime  coupon
adjustment  caps.  This could result in ARM Securities  that depreciate in value
similar to long-term,  fixed-rate  mortgage securities in a rising interest rate
environment.

    The  Company's  fixed-rate   mortgage-backed   securities  consist  of  both
long-term  and  balloon  securities.  The  long-term  securities  have  original
maturity terms of ten,  fifteen and thirty years.  The balloon  securities  have
principal and interest  amortization  based on a thirty-year  maturity  schedule
with final principal  balloon payments due in five years or seven years from the
date  of the  security.  Balloon  mortgage-backed  securities  are  held  in the
portfolio as a means of reducing the average life of the fixed-rate portfolio. A
shorter  average  portfolio  life  will  help  reduce  the  interest  rate  risk
associated  with  these  investments.   As  of  September  30,  2000  long-term,
fixed-rate  mortgage-backed  securities amounted to $108.4 million and five-year
and seven-year balloon  mortgage-backed  securities amounted to $1.8 million and
$45.4 million, respectively.

    During  periods of  declining  interest  rates,  fixed-rate  mortgage-backed
securities  may  have   accelerated   principal   reductions  due  to  increased
refinancing  activity on the underlying  mortgage loans. The reinvestment of the
accelerated principal reductions at lower prevailing rates could result in lower
overall  portfolio  yields and income.  During periods of rising interest rates,
fixed-rate  mortgage-backed  securities will tend to depreciate in value.  Thus,
total returns on fixed-rate  mortgage-backed  securities are expected to decline
as market interest rates rise.

    If  the  Company   purchases   mortgage-backed   securities  at  a  premium,
accelerated principal repayments may result in some loss of principal investment
to the extent of the premium paid. Conversely, if mortgage-backed securities are
purchased at a discount,  accelerated principal reductions will increase current
and total returns.

Delinquent, Nonperforming and Classified Assets

       Delinquent Loans.  All delinquent loan  results are  reviewed  monthly by
the  Company's  Board  of  Directors.  The Company  believes it has an effective
process and policy for dealing with delinquent loans.

       Residential delinquencies are handled by the Loan Collections Department.
This  department  begins  collection  efforts on  residential  loans when a loan
appears on the 15-day delinquent list. Borrowers are sent a notice to accelerate
the debt when the debt is 45 days delinquent.  If the delinquent account has not
been corrected,  foreclosure  proceedings are begun generally at the 75th day of
delinquency.  At September 30, 2000,  residential  loans  delinquent 90 days and
longer represented 0.2% of the total residential loan portfolio.

       Commercial  delinquent  accounts are  processed by the Problem  Asset and
Lending  Departments.  For commercial  accounts  classified as  Substandard,  as
defined below, or worse, the Problem Asset Department has jurisdiction  over the
collection efforts.  As with residential  delinquent loans, any commercial loans
90 days past due or where the  collection  of the interest or full  principal is
considered doubtful are placed on a non-accrual basis.

       If a collection  action is instituted  on a consumer or commercial  loan,
the Company,  in compliance  with the loan  documents and the law, may repossess
and sell the collateral  security for the loan through  private sales or through
judicially ordered sales when necessary.  Should the sale result in a deficiency
owing to the Company,  the borrowers  generally are pursued where such action is
deemed appropriate,  including recourse based on personal loan guarantees by the
borrower's principals.


                                     <PAGE>


       The following table shows the Company's loans  delinquent 90 days or more
and loan delinquencies as a percent of total loans at the dates indicated.

                                                 September 30,
                                   2000               1999           1998
                              -------------     -------------   ---------------
                                       (Dollars in thousands)
                              Number  Amount    Number Amount    Number Amount
                              --------------    -------------    --------------
Mortgage loans:
  Construction and land.....   ---   $ ---       ---    $ ---     ---   $  ---
  Permanent 1 - 4 family....    23    1,390       38    1,854      19      778
  Other mortgage............     3      641        3      489       4    1,102
                               ---    -----      ---    -----    ----    -----
  Total mortgage loans......    26    2,031       41    2,343      23    1,880
Other loans.................    12      230        9      198      13      542
                               ---    -----      ---    -----    ----    -----
Total loans.................    38   $2,261       50   $2,541      36   $2,422
                                ==   ======       ==   ======     ===   ======
Delinquent loans
   to total loans...........          .18%              .24%             .26%

       As of  September  30,  2000,  1999 and 1998,  $505,000,  $0 and  $25,000,
respectively,  of loans were on  nonaccrual  status  which were not 90 days past
due.

       Nonperforming Assets. The Company also places emphasis on improving asset
quality and asset quality has improved  each year since 1996 when  nonperforming
assets as a percentage  of total assets was .50%.  The  Company's  nonperforming
assets as a percentage  of total  assets has  decreased  slightly,  from .24% at
September 30, 1999 to .23% at September 30, 2000.

       Loans 90 days past due are generally  placed on non-accrual  status.  The
Company  ceases to accrue  interest  on a loan once it is placed on  non-accrual
status, and interest accrued but unpaid at that time is charged against interest
income.  Additionally,  any loan where it appears evident that the collection of
interest is in doubt is also placed on a non-accrual  status.  The investment in
impaired  loans  (primarily  consisting of classified  loans),  other than those
evaluated  collectively  for  impairment,  at  September  30,  2000 and 1999 was
$3,748,000 and  $4,511,000,  respectively.  The average  recorded  investment in
impaired  loans  during  the  years  ended  September  30,  2000  and  1999  was
approximately  $3,435,000  and  $5,118,000,  respectively.  The  total  specific
allowance  for loan losses  related to these loans was $0 on September  30, 2000
and 1999.  Interest  income on  impaired  loans of  approximately  $311,000  and
$461,000  was  recognized  in the  years  ended  September  30,  2000 and  1999,
respectively.

       If a foreclosure action is instituted on a real  estate-secured  loan and
the loan is not  reinstated,  paid in full,  refinanced,  or deeded  back to the
Company,  the property is sold at a foreclosure sale at which the Company may be
the buyer.  Thereafter,  such acquired  property is listed in the Company's real
estate  owned  ("REO")  account or that of a  subsidiary,  until the property is
sold.  The  Company  carries REO at the lower of cost or fair value less cost to
dispose.  The Company  also  finances  the sales of REO  properties.  Should the
foreclosure  sale not produce  sufficient  proceeds to pay the loan  balance and
court  costs,  the  Company's  attorneys,  where  appropriate,  may  pursue  the
collection of a deficiency judgment against the responsible borrower.

       It is the  Company's  policy to try to liquidate its holdings in REO on a
timely basis while  considering both market  conditions and the cost of carrying
REO properties. Upon acquisition the Company records all REO at the lower of its
fair value (less estimated  costs to dispose),  or cost. The fair value is based
upon the most recent appraisal and management's evaluation. If the fair value of
the asset is less than the loan balance  outstanding,  the difference is charged
against the Company's loan loss  allowance  prior to  transferring  the asset to
REO.  Administration of REO property is handled by the Problem Asset Department,
which is responsible for the sale of all residential and commercial  properties.
In those  instances  where the  property  may be located  outside the  Company's
market area or where the property, due to its nature, requires certain expertise
(i.e., hotels, apartment complexes), outside management firms may be utilized.


                                     <PAGE>


    At the dates indicated, nonperforming assets in the Company's portfolio were
as follows:
<TABLE>
<CAPTION>
                                                                               September 30,
                                                 ----------------------------------------------------------------------
                                                       2000           1999          1998          1997            1996
                                                       ----           ----          ----          ----            ----
                                                                          (Dollars in thousands)
Non-accrual mortgage loans:
<S>                                                   <C>          <C>            <C>           <C>             <C>

  Delinquent less than 90 days.............           $  ---        $  ---        $  ---        $  ---           $ 323
  Delinquent 90 days or more...............            2,031         2,343         1,880         2,416           1,717
                                                       -----         -----         -----         -----           -----
     Total.................................            2,031         2,343         1,880         2,416           2,040
                                                       -----         -----         -----         -----           -----
Non-accrual other loans:
  Delinquent less than 90 days.............              505           ---            25           ---             ---
  Delinquent 90 days or more...............              230           198           542           164             132
                                                       -----         -----         -----         -----           -----
     Total.................................              735           198           567           164             132
                                                       -----         -----         -----         -----           -----
Total non-accrual loans....................            2,766         2,541         2,447         2,580           2,172
Accruing loans 90 days or more delinquent .              ---           ---           ---           ---             ---
                                                       -----         -----         -----         -----           -----
  Total nonperforming loans................            2,766         2,541         2,447         2,580           2,172
                                                       -----         -----         -----         -----           -----
Other nonperforming assets:
  Real estate owned........................              871           911         3,168         2,892           4,830
    Less allowance for losses..............              ---           ---          (634)         (578)         (1,712)
                                                       -----         -----         -----         -----           -----
      Total................................              871           911         2,534         2,314           3,118
                                                       -----         -----         -----         -----           -----
Total nonperforming assets, net............           $3,637        $3,452        $4,981        $4,894          $5,290
                                                      ======        ======        ======        ======          ======

Nonperforming loans to total net loans.....            0.22%         0.24%         0.26%         0.31%           0.28%
Total nonperforming assets to
  total assets.............................            0.23%         0.24%         0.37%         0.43%           0.50%
</TABLE>

       For the year ended September 30, 2000,  interest income of $159,000 would
have been recorded on loans  accounted  for on a non-accrual  basis if the loans
had been current throughout the period. No interest income was actually included
in net income regarding non-accrual loans during the same period.

       Management  evaluates each REO property on no less than a quarterly basis
to assure that the net carrying value of the property on the Company's  books is
no greater  than the fair market  value less  estimated  costs to dispose.  When
necessary,  the property is written down or specific  allowances are established
to reduce the carrying value.

                                                         REO Allowances
                                                   Years Ended September 30,
                                            ------------------------------------
                                                2000          1999        1998
                                                ----          ----        ----
                                                        (In thousands)

       Beginning balance....................   $ ---          $634        $578
       Provision for (recovery of) losses...      25          (186)        136
       Charge-offs..........................     (25)         (448)        (80)
                                                ----         -----        ----
       Ending balance.......................   $ ---         $ ---        $634
                                                =====        =====        ====

       Provision  for losses on REO is  included  in income  (losses)  from real
estate operations on the Company's consolidated statements of earnings.

       Not included in the preceding table are net gains, (losses) or recoveries
on the sale of real estate  owned of  $271,000,  $207,000  and  $176,000 for the
years ended September 30, 2000, 1999 and 1998, respectively.



                                     <PAGE>


       Classified  Assets.  Under OTS  regulations,  problem  assets of  insured
institutions  are classified as either  "substandard,"  "doubtful" or "loss." An
asset is considered  "substandard"  if the current net worth and paying capacity
of the obligor and/or the value of the collateral pledged are no longer adequate
to support the loan.  "Substandard"  assets are  characterized  by the "distinct
possibility"  that the  insured  institution  will  sustain  "some  loss" if the
deficiencies are not corrected.  Assets classified as "doubtful" have all of the
weaknesses   inherent  in  those  classified   "substandard,"   with  the  added
characteristic  that the weaknesses  present make  "collection or liquidation in
full," on the basis of currently existing facts, conditions, and values, "highly
questionable  and  improbable."  Assets  classified  "loss" are those considered
"uncollectible"  and of such  little  value  that  their  continuance  as assets
without  the  establishment  of a specific  loss  reserve is not  warranted.  In
addition to the classification of assets as "substandard," "doubtful" or "loss,"
the OTS  regulations  also require that assets that do not currently  expose the
Company to a  sufficient  degree of risk to warrant  one of the three  foregoing
classifications but which do possess credit deficiencies or potential weaknesses
deserving management's close attention must be designated "special mention."

       When  an  insured   institution   classifies  problem  assets  as  either
substandard  or doubtful,  it is required to establish  specific  allowances for
loan losses in an amount considered appropriate by management.  See "--Allowance
for Loan  Losses"  below.  Additionally,  the  institution  establishes  general
allowances to recognize the inherent risk  associated  with lending  activities,
but which,  unlike  specific  allowances,  have not been allocated to particular
problem assets. When an insured institution classifies problem assets as "loss,"
it is required either to establish a specific allowance for losses equal to 100%
of the  amount of the asset so  classified  or to  charge-off  such  amount.  An
institution's  determination  as to the  classification  of its  assets  and the
amount of its valuation  allowances  is subject to review by the OTS,  which can
order the establishment of additional general or specific loss allowances.

       The following table presents the Company's classified assets at the dates
indicated.


                                                   September 30,
                                     2000               1999              1998
                                   --------           ------            -------
                                                  (In thousands)
     Substandard:
       Real Estate Owned........     $ 871              $ 911          $ 3,168
       Loans....................     4,580              5,180            5,375
                                     -----              -----            -----
         Total Substandard......     5,451              6,091            8,543
     Doubtful...................       ---                ---              ---
     Loss.......................       ---                ---              202
                                    ------             ------           ------
                                    $5,451             $6,091           $8,745
                                    ======             ======           ======

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



<PAGE>

Allowance for Loan Losses

       Provisions  for loan losses are charged to  operations  to  establish  an
allowance for loan losses;  recognized loan losses (recoveries) are then charged
(credited)  to  the  allowance.  The  Company  evaluates  the  outstanding  loan
portfolio with respect to the adequacy of the allowance for loan losses at least
quarterly.

       Management's  policy is to provide for estimated  losses on the Company's
loan portfolio based on management's evaluation of the probable losses (existing
and  inherent).  Such  evaluations  are made for all major  loans on which  full
collectibility of interest and/or principal may not be reasonably  assured.  The
factors that the Company  considers  are the estimated  value of the  underlying
collateral,  the  management of the  borrower,  and current  operating  results,
trends and cash flow. In addition to analyzing individual loans, management also
analyzes on a regular basis its asset  classification and recent loss experience
on other loans to help insure that prudent general  allowances are maintained on
one-to-four  family loans,  automobile  loans and home equity loans.  Management
periodically  evaluates the allowance percentages utilized for general allowance
purposes based upon delinquencies, charge-off, underwriting, and other trends.

       The Company segregates the loan portfolio for loan loss purposes into the
following  broad  segments:  commercial  real estate,  residential  real estate,
commercial business and consumer loans.

       The Company  provides for a general  allowance for losses inherent in the
portfolio by the above categories, which consists of two components: (1) General
loss  percentages  are  calculated  based  upon  historical   analyses.   (2)  A
supplemental  portion of the allowance is calculated  for inherent  losses which
probably  exist as of the  evaluation  date even though they might not have been
identified by the more objective processes used for the portion of the allowance
described above. This is due to the risk of error and/or inherent imprecision in
the  process.  This  portion of the  allowance is  particularly  subjective  and
requires judgments based on qualitative  factors which do not lend themselves to
exact   mathematical   calculations   such  as:  trends  in  delinquencies   and
nonaccruals;  migration  trends in the portfolio;  trends in volume,  terms, and
portfolio mix; new credit products and/or changes in the geographic distribution
of those  products;  changes in lending  policies  and  procedures;  loan review
reports  on the  efficacy  of the risk  identification  process;  changes in the
outlook for local, regional and national economic conditions;  concentrations of
credit; and peer group comparisons.

       Specific   allowances  are  provided  in  the  event  that  the  specific
collateral  analysis on each  classified  loan  indicates that the probable loss
upon  liquidation  of  collateral  would be in excess of the general  percentage
allocation.  The  provision  for loan  losses is debited or credited in order to
state the allowance for loan losses to the required level as determined above.

                                     <PAGE>

       The following tables set forth an analysis of the Company's allowance for
loan losses at the dates indicated.

<TABLE>
<CAPTION>
                                                                    Years Ended September 30,
                                       --------------------------------------------------------------------------------

                                                2000             1999           1998             1997           1996
                                               ------           ------         ------           -------        -------
<S>                                            <C>              <C>            <C>             <C>            <C>
Balance at beginning of year...                $11,952          $11,818        $11,691          $11,016        $10,083
Provision for (recovery of)
     losses....................                    847              816            297              782            (76)
Allowance for loan losses
    acquired (1)......................             ---              ---            ---              ---            885
Charge-offs:
    Residential................                    (75)             (22)          (259)             (43)          (137)
    Commercial real estate.....                    (30)             (49)           ---              (91)           ---
    Consumer...................                   (125)            (324)          (213)            (125)           (48)
    Other......................                     (3)            (367)          (102)              (3)          (180)
                                                ------           ------         ------           ------          -----
       Total charge-offs.......                   (233)            (762)          (574)            (262)          (365)

Recoveries:
    Residential................                     40               39             86               44            149
    Commercial real estate.....                     39               21              2               19             86
    Consumer...................                     70               14             16               62             79
    Other......................                     14                6            300               30            175
                                                ------           ------         ------           ------          -----
       Total recoveries........                    163               80            404              155            489

Balance at end of year.........                $12,729          $11,952        $11,818          $11,691        $11,016
                                               =======          =======        =======          =======        =======
Allowance for loan losses to total
    loans......................                  1.02%            1.12%          1.25%            1.40%          1.44%
Allowance for loan losses to  total
    non-performing loans.......                460.19%          470.31%        483.13%          453.11%        507.25%
Allowance for loan losses and
    allowance for REO to total non-
    performing assets..........                350.02%          346.20%        221.80%          224.21%        181.78%
Net charge-offs (recoveries) to
    average loans outstanding during
    the period.................                  0.01%            0.07%          0.02%            0.01%        (0.02)%
Classified loans to total net loans              0.37%            0.48%          0.59%            1.19%          1.11%
</TABLE>

(1) Represents  allowance  acquired in  conjunction with acquisition of Treasure
    Coast Bank, F.S.B in 1996.



                                     <PAGE>



       The following  table  presents an allocation of the entire  allowance for
loan losses among various loan  classifications and sets forth the percentage of
loans in each category to total loans.  The allowance  shown in the table should
not be  interpreted  as an indication  that  charge-offs  in future periods will
occur in these  amounts or  proportions  or that the analysis  indicates  future
charge-off trends.

<TABLE>
<CAPTION>

                                                                            September 30,
                       -------------------------------------------------------------------------------------------------------------
                                2000                 1999                    1998                 1997                   1996
                               ------              --------                --------             ---------              --------
                                   Percent               Percent                Percent                Percent               Percent
                           Amount     (1)       Amount       (1)       Amount     (1)        Amount      (1)         Amount    (1)
                           ------    -----      ------   -------       ------   -------      ------    -------       ------  ------
                                                                         (Dollars in thousands)
<S>                        <C>       <C>        <C>       <C>         <C>       <C>          <C>      <C>          <C>       <C>
Allowance at end of
  period applicable to:
Residential...........     $ 2,820    74.69%    $ 2,605    76.06%     $ 2,251     76.88%     $ 2,141    76.88%     $ 2,077    77.95%
Commercial real estate       6,192    14.51       6,142    13.56        5,986     12.22        6,487    11.74        6,088    11.02
Consumer .............       2,432     8.67       2,128     8.55        2,310      9.40        2,068    10.10        1,802    10.01
Commercial business...       1,285     2.13       1,077     1.83        1,271      1.50          995     1.28        1,049     1.02
                            ------   ------      ------   ------       ------    ------       ------   ------       ------  -------
    Total.............     $12,729   100.00%    $11,952   100.00%     $11,818    100.00%     $11,691   100.00%     $11,016   100.00%
                            ======   ======      ======   ======       ======    ======       ======   ======       ======   ======
</TABLE>
                                                          ------------------
(1) Percent of loans in each category to total loans at the dates indicated.


Investment Activities

       The Company invests  primarily in overnight  funds,  U.S.  Government and
agency  obligations,  and Federal Home Loan Bank of Atlanta  capital stock.  The
Company does not invest in derivatives,  collateralized  mortgage obligations or
other hedging instruments.

       The table below  summarizes the carrying value and estimated market value
of the Company's portfolio of investment securities at the dates indicated.

<TABLE>
<CAPTION>

                                                                       September 30,
                                              2000                          1999                        1998
                                     --------------------        --------------------        ---------------------
                                                                       (In thousands)

                                    Carrying        Market       Carrying       Market       Carrying       Market
                                     Value          Value          Value        Value         Value          Value
                                     -----          -----          -----        -----         -----          -----
  Available for sale:
<S>                                 <C>            <C>           <C>            <C>          <C>           <C>
    FHLB notes..........            $59,299        $59,299       $49,502        $49,502      $50,721       $50,721
    FNMA notes..........             19,939         19,939        19,875         19,875       20,343        20,343
    Equity securities...              6,529          6,529         6,789          6,789          452           452
                                     ------         ------        ------         ------       ------        ------
        Total                       $85,767        $85,767       $76,166        $76,166      $71,516       $71,516
                                     ======         ======        ======         ======       ======        ======

  Held to maturity:
    FHLB notes..........                ---            ---         9,995          9,992       19,989        20,268
    FNMA notes..........                ---            ---           ---            ---       10,000        10,005
    Municipal securities                200            200           915            852          ---           ---
                                      -----         ------        ------         ------       ------        ------
        Total...........            $   200       $    200       $10,910        $10,844      $29,989       $30,273
                                     ======        =======        ======         ======       ======        ======

  FHLB stock............            $12,500        $12,500       $11,250        $11,250      $ 8,212       $ 8,212
</TABLE>

<PAGE>

      The table below presents the contractual  maturities and weighted  average
yields of investment  securities at September 30, 2000, excluding FHLB stock and
equity  securities.  Yields on tax exempt  obligations are not reported on a tax
equivalent basis.

<TABLE>
<CAPTION>

                     One Year or Less     One to Five Years      More Than Five Years              Total Investment Securities
                   -------------------   -------------------    ---------------------     ------------------------------------------
                                                                 (Dollars in thousands)
                                                                                          Average
                              Weighted                Weighted             Weighted      Remaining                         Weighted
                   Carrying   Average     Carrying    Average   Carrying   Average       Years to     Carrying    Market    Average
                     Value     Yield       Value       Yield      Value     Yield        Maturity      Value      Value      Yield
                     -----     -----       -----       -----      -----     -----        --------      -----      -----      -----
<S>                  <C>       <C>         <C>         <C>       <C>        <C>           <C>         <C>         <C>         <C>
  FHLB Notes         $ 9,907    5.52%      $49,392      5.89%     $ ---      0.00%          1.1        $59,299    $59,299     5.82%
  FNMA Notes          19,939    5.68          ---        .00        ---      0.00            .2         19,939     19,939     5.68
  Municipal
    Securities           ---    0.00          ---        .00        200      7.40          13.1            200        200     7.40
</TABLE>


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


Sources of Funds

     Deposits.  The  Company  offers a number  of  different  deposit  accounts,
including   regular   savings,   interest-bearing   checking  or  NOW  accounts,
non-interest  checking,  money market accounts,  term  certificate  accounts and
individual retirement accounts.

     The Company has twenty-seven  full-service banking offices and one in-store
branch  location in addition to its home office in Fort  Pierce.  The  Company's
strategy has been to have conveniently  located offices in growth markets as one
of its main methods of attracting  funds. The Company's  deposits  primarily are
obtained from areas surrounding its offices.  Certificate  accounts in excess of
$100,000 are not actively solicited nor are brokers used to obtain deposits.

     During the year ended  September  30,  2000,  the  Company  began  offering
internet banking services.  This new online service allows customers the ability
to access their accounts through any computer terminal that has internet browser
capabilities,  using secure  technology.  Customers  benefit by having access to
their  accounts and being able to initiate  transactions  at the time that suits
them best. The Company also offers a bill pay service.

     The Company had a decline in deposit  balances  for several  years prior to
1993.  This was a strategy that the Company used to improve its capital  ratios.
Much of the decline was accomplished by the closing of less profitable branches.
With the Company's  improved  capital position in the beginning of 1993, it made
an effort to stabilize  deposits and increase account balances.  As part of this
strategy,  the Company has upgraded a number of branch facilities and moved from
leased storefronts to full service free-standing offices.

      Management  believes that demand and passbook  accounts are less sensitive
to changes in interest rates than other types of accounts,  such as certificates
of deposit.  As of September 30, 2000, the Company had 33.14% of its deposits in
passbook and demand  accounts,  65.79% in  certificates  of deposit and 1.07% in
official  checks.  When  management  determines the levels of its deposit rates,
consideration is given to local competition, U.S. Treasury securities offerings,
and anticipated funding requirements.

                                     <PAGE>



     The following table sets forth the  distribution  of the Company's  deposit
accounts at the dates indicated and the weighted  average interest rates on each
category  of deposits  presented.  Management  does not believe  that the use of
year-end  balances  instead of average  monthly  balances  produces any material
difference in the information presented:

<TABLE>
<CAPTION>
                                                                       September 30,
                                          2000                              1999                              1998
                              ---------------------------- ------------------------------------  ------------------------------
                                                  Weighted                           Weighted                          Weighted
                                                  Average                             Average                           Average
                                                  Nominal                              Nominal                          Nominal
                              Amount    Percent    Rate         Amount     Percent      Rate       Amount    Percent     Rate
                              ------    -------    ----         ------     -------      ----       ------    -------     ----
                                                                     (Dollars in thousands)
Demand accounts:
<S>                          <C>         <C>       <C>         <C>          <C>         <C>       <C>         <C>       <C>
   Non-interest
     Bearing demand          $102,534     9.33%      N/A       $ 76,176      7.79%       N/A      $ 54,954     5.99%      N/A
   NOW accounts                70,881     6.45       .74%        66,184      6.77       1.09%       60,129     6.55      1.13%
   Money market accounts       95,223     8.67      4.49         43,015      4.40       2.49        41,074     4.46      2.54
                             --------    -----      ----        -------     -----      -----      --------    -----     -----
   Subtotal                   268,638    24.45      1.79        185,375     18.96        .97       156,157    17.00      1.10
 Savings accounts:
   Passbook                    95,431     8.69      1.58        108,508     11.10       1.97        92,698    10.10      2.06
 Certificates of deposit      722,739    65.79      5.84        671,281     68.67       5.03       658,842    71.76      5.43
 Official checks               11,729     1.07       N/A         12,431      1.27        N/A        10,429     1.14       N/A
                            ---------    -----      ----        -------     -----       ----      --------    -----     -----
   Total deposits          $1,098,537   100.00%     4.42%      $977,595    100.00%      3.86%     $918,126   100.00%     4.29%
                           ==========   ======      ====       ========    ======       ====      ========   ======      ====
</TABLE>


    The following table presents, by various categories,  information concerning
the amounts and maturities of the Company's time deposits.


                                                      September 30,
                                      ------------------------------------------
                                          2000            1999            1998
                                         ------          ------          ------
                                                (Dollars in thousands)

  0.00 - 3.00%.............               $ 103           $ 128           $ 328
  3.01 - 4.00%.............               5,081          11,275              --
  4.01 - 5.00%.............             124,393         335,421          84,192
  5.01 - 6.00%.............             300,063         298,720         540,209
  6.01 - 7.00%.............             279,215          25,361          33,674
  7.01 - 8.00%.............              13,866             376             434
  8.01 - 9.00%.............                 18              ---               5
                                       --------        --------        --------
Total Certificate Accounts.            $722,739        $671,281        $658,842
                                       ========        ========        ========
                                     <PAGE>


    At September 30, 2000, the Company had certificates of deposit in amounts of
$100,000 or more maturing as follows:


                                                             Amount
Maturity Period                                          (In thousands)
---------------
3 Months or Less......................................       $13,563
Over 3 to 6 Months....................................        13,410
Over 6 to 12 Months...................................        19,719
Over 12 Months........................................        37,103
                                                             -------
Total.................................................       $83,795
                                                             =======

    The following table contains information  regarding deposit account activity
for the periods shown.


                                          Years Ended September 30,
                                   --------------------------------------

                                        2000        1999            1998
                                       ------      -------        -------
                                            (Dollars in thousands)
Net increase (decrease) before
   interest credited                 $ 83,446      $ 25,933      $(28,838)
Interest credited                      37,496        33,536        35,388
                                      -------       -------        ------
Deposit account increase             $120,942       $59,469       $ 6,550
                                     ========       =======       =======

Weighted average cost of deposits
  during the year                      4.07%         3.96%          4.35%

Weighted average cost of deposits
  at end of year                       4.42%         3.86%          4.29%


      Borrowings.  The  Company  is a member  of the  Federal  Home Loan Bank of
Atlanta  ("FHLB of Atlanta").  The FHLB of Atlanta offers various fixed rate and
variable  rate  advances to its members.  Requests for advances with an original
term to maturity of five years or less may be  approved  for any sound  business
purpose in which the member is authorized to engage.  Requests for advances with
original  maturity in excess of five years may be approved  only for the purpose
of enabling that member to provide funds for residential  housing  finance.  The
FHLB of Atlanta  underwrites  each  advance  request  based on  factors  such as
adequacy and stability of capital  position,  quality and composition of assets,
liquidity  management,  level of  borrowings  from all  sources  and other  such
factors.  Pursuant to a collateral agreement with the FHLB, advances are secured
by all stock in the FHLB and a blanket  floating  lien that requires the Company
to maintain  qualifying first mortgage loans as pledged  collateral in an amount
equal to, when discounted at 75% of the unpaid principal balances, the advances.

      As of September 30, 2000, the Company had $238 million of outstanding FHLB
advances.  Of this amount, $220 million have maturity dates of twenty-one months
or longer.  The  remaining  $18 million of FHLB  advances are  short-term,  with
maturity dates of twelve months or less.

      As of September  30, 2000,  the Company had a total credit limit of $394.2
million and an availability limit of $156.2 million with the FHLB of Atlanta.

      In addition to FHLB advances,  the Company had $164.3 million of unpledged
mortgage-backed    securities   at   September   30,   2000.   These   unpledged
mortgage-backed  securities could be used as collateral under reverse repurchase
transactions with various security dealers.  Such borrowing  transactions  could
provide  additional  cash and liquidity to the Company in the event of sudden or
unforeseen deposit withdrawals.

      The Company  recognizes the maturity  characteristics  of its time deposit
portfolio.  Management  believes that unused FHLB  advances and other  borrowing
sources would provide sufficient funding for potential deposit withdrawals.
<PAGE>

      The  following  table  sets  forth  information  regarding  the  Company's
borrowing at and for the periods indicated:

<TABLE>
<CAPTION>
                                                        At or for the Year Ended September 30,
                                                        --------------------------------------
                                                          2000         1999         1998
                                                         ------       ------        -----
                                                              (Dollars in thousands)
<S>                                                    <C>           <C>          <C>
  FHLB Advances:
     Average Balance............................        $232,917     $197,767     $104,877
     Maximum balance at any month-end...........         247,000      225,000      145,000
     Balance at year end........................         238,000      225,000      145,000
     Weighted average interest rate during the year        5.67%        5.62%        6.12%
     Weighted average interest rate at year end.           5.64%        5.56%        5.76%
  Other Borrowings:
     Average Balance............................           $  16       $  ---        $ 167
     Maximum balance at any month-end...........              99          ---          475
     Balance at year end........................              91          ---          ---
     Weighted average interest rate during the year       35.15%          ---       11.98%
     Weighted average interest rate at year end.           8.00%          ---          ---
  Total Borrowings:
     Average Balance............................        $232,933     $197,767     $105,044
     Maximum balance at any month-end...........         247,099      225,000      145,000
     Balance at year end........................         238,091      225,000      145,000
     Weighted average interest rate during the year        5.67%        5.62%        6.13%
     Weighted average interest rate at year end.           5.64%        5.56%        5.76%
</TABLE>
                                                   ---------------

Subsidiaries

      Federal  associations  generally  may  invest up to 2% of their  assets in
service corporations plus an additional 1% of assets for community purposes.  In
addition,  federal  associations  such as the Bank may invest up to 50% of their
regulatory capital in conforming loans to service  corporations.  In addition to
investments  in service  corporations,  federal  associations  are  permitted to
invest  an  unlimited  amount  in  operating   subsidiaries  engaged  solely  in
activities that a federal association may engage in directly.

      The Bank has four active subsidiary corporations. Appraisal Analysts, Inc.
provides  real estate appraisal  services to the  Bank as well as third parties.
H. F. Development Company, Inc. serves as a repository for some of the Company's
commercial  REO  properties  held for disposition.  See "Business -- Delinquent,
Nonperforming and Classified Assets".  Harbor Insurance Agency, Inc. specializes
in  property  and  casualty  insurance  and  provides  a full range of insurance
products to its  customers.  (See Note 17 to  Consolidated Financial  Statements
on pages 50 and 51 in the Annual Report). Harbor Florida Financial Services,Inc.
offers  non-deposit  investment  products  for  sale  through  the Bank's branch
offices.

Competition

      The Company encounters strong competition both in attracting  deposits and
in originating real estate and consumer loans.  Its most direct  competition for
deposits has come historically from commercial  banks,  brokerage houses,  other
savings  associations  and credit unions in its market area. The Company expects
continued strong competition from such financial institutions in the foreseeable
future.  The Company's  market area includes  branches of a number of commercial
banks that are  substantially  larger  than the  Company  in terms of  statewide
deposits.  The Company competes for deposits by offering depositors a high level
of personal service, convenient locations and competitive interest rates.

      The  competition  for real estate and other loans comes  principally  from
commercial  banks,  mortgage banking  companies and other savings  associations.
Lending competition has increased  substantially in recent years, as a result of
the large  number of  institutions  seeking  to  benefit  from the growth in the
Company's market area.


                                     <PAGE>


      The Company  competes for loans  primarily  through the interest rates and
loan fees it  charges,  the types of loans it  offers,  and the  efficiency  and
quality of services it provides  borrowers,  real estate  brokers and  builders.
Factors that affect competition  include general and local economic  conditions,
current  interest rate levels and volatility of the mortgage  markets.  Based on
total  assets,  as of September  30, 2000,  the Company was the largest  savings
institution headquartered in the six county area served by the Company.

Employees

      At September  30, 2000,  the Company had a total of 386  full-time  and 68
part-time  employees,  none of whom were represented by a collective  bargaining
unit. The Company considers its relations with its employees to be good.

Financial Services Modernization Bill

      On   November   12,   1999,   President   Clinton   signed  into  law  the
Gramm-Leach-Bliley-Financial  Services  Modernization  Act of 1999 (the  "Act"),
federal  legislation  intended to modernize the financial  services  industry by
establishing a comprehensive  framework to permit  affiliations among commercial
banks,  insurance  companies,  securities  firms  and  other  financial  service
providers.  Generally,  the Act:  (i) repeals the  historical  restrictions  and
eliminates  many  federal and state law  barriers to  affiliations  among banks,
securities firms,  insurance  companies and other financial  service  providers;
(ii)  provides  a  uniform  framework  for  the  functional  regulation  of  the
activities of banks,  savings  institutions and their holding  companies;  (iii)
broadens  the  activities  that may be  conducted  by  national  banks,  banking
subsidiaries of bank holding  companies and their financial  subsidiaries;  (iv)
provides  an  enhanced   framework  for   protecting  the  privacy  of  consumer
information;  (v) adopts a number of provisions  related to the  capitalization,
membership,  corporate  governance and other measures  designed to modernize the
Federal  Home  Loan  Bank  system;   (vi)   modifies  the  laws   governing  the
implementation of the Community  Reinvestment Act; and (vii) addresses a variety
of other  legal  and  regulatory  issues  affecting  day-to-day  operations  and
long-term activities of financial institutions.

      Thrift  holding  companies such as the Company will be permitted to engage
in  financial  activities  in the same  manner as bank  holding  companies  with
respect to insurance and securities  activities.  In addition,  in a change from
prior law, thrift holding companies can be owned, controlled or acquired only by
companies engaged in financially-related activities.

      The  Company  does not  believe  that the Act has had a  material  adverse
effect on its  operations.  However,  to the extent  that the Act has  permitted
banks,  securities  firms and insurance  companies to  affiliate,  the financial
services industry may experience further  consolidation.  This could result in a
growing number of larger financial  institutions  that can offer a wider variety
of  financial   services  than  the  Company   currently  offers  and  that  can
aggressively compete in the markets the Company currently serves.


<PAGE>

Item 2.  Properties

      The Company conducts its business from its headquarters in Fort Pierce and
through  27  full-service  banking  offices,  one loan  production  office,  one
in-store branch location and one insurance  agency  location.  These offices are
located in Brevard,  Indian River,  Martin,  Okeechobee,  St. Lucie, and Volusia
counties,  Florida.  The net book value at September  30, 2000 of the  Company's
offices was $16.4 million. The following table sets forth information  regarding
the Company's offices.

                                                                         Lease
                                        Year                          Expiration
  Location                             Opened       Owned/Leased          Date


ST. LUCIE COUNTY

MAIN OFFICE                              1934           OWNED
100 SOUTH SECOND STREET
FORT PIERCE, FL 34950

VIRGINIA AVENUE                          1968           OWNED
500 VIRGINIA AVENUE
FORT PIERCE, FL 34950

PSL MAIN                                 1975           OWNED
7181 SOUTH U.S. #1
PORT ST. LUCIE, FL 34952

H.F. CENTER                              1981           OWNED
2400 S.E. MIDPORT RD., SUITE 300
PORT ST. LUCIE, FL 34952

LAKEWOOD PARK                            1981           OWNED
5100 TURNPIKE FEEDER RD.
FORT PIERCE, FL 34951

DARWIN SQUARE                            1991           OWNED
3201 S.W. PSL BLVD.
PORT ST. LUCIE, FL 34953

ORANGE BLOSSOM                           1984           OWNED
4156 OKEECHOBEE ROAD
FORT PIERCE, FL 34947

ST. LUCIE WEST                           1993           OWNED
1320 S.W. ST. LUCIE WEST BLVD.
PORT ST. LUCIE, FL 34986

HARBOR INSURANCE AGENCY, INC.
2222 COLONIAL ROAD                       2000           LEASED          01/14/01
SUITE 100
FORT PIERCE, FL 34982


INDIAN RIVER

VERO MAIN                                1973           OWNED
655 21st STREET
VERO BEACH, FL 32960

CAUSEWAY                                 1981           OWNED
1700 S.A1A
VERO BEACH, FL 32963

INDIAN RIVER MALL                        1997           OWNED
6080 20TH ST.
VERO BEACH, FL 32966

SEBASTIAN                                1979           OWNED
13397 U.S. HIGHWAY #1
SEBASTIAN, FL 32958

WEST SEBASTIAN                           1998           OWNED
993 FELLSMERE ROAD
SEBASTIAN, FL 32958


<PAGE>

MARTIN COUNTY

PALM CITY                                1978           LEASED          07/26/05
1251 S.W. 27TH STREET
PALM CITY, FL  34990

EAST OCEAN                               1981           OWNED
1500 E. OCEAN BLVD.
STUART, FL 34996

STUART MAIN                              1996           LEASED          08/14/01
789 S. FEDERAL HWY.
STUART, FL 34994

JENSEN BEACH                             1999           LEASED          04/30/02
3639 NW FEDERAL HWY.
JENSEN BEACH, FL  34957

BREVARD COUNTY

PALM BAY                                 1981           OWNED
5245 BABCOCK ST., N.E.
PALM BAY, FL 32905

INDIALANTIC                              1981           OWNED
305 5th AVENUE
INDIALANTIC, FL 32903

WEST MELBOURNE                           1982           OWNED
2950 W. NEW HAVEN AVENUE
MELBOURNE, FL 32904

VIERA                                    1995           OWNED
100 CAPRON TRAIL
MELBOURNE, FL  32940

WAL-MART                                 1998           LEASED          08/31/03
1000 N  WICKHAM ROAD
MELBOURNE, FL 32935

LOAN PRODUCTION OFFICE                   1998           LEASED          10/10/00
1355 N COURTENAY PARKWAY
   SUITE I
MERRITT ISLAND, FL 32953

OKEECHOBEE COUNTY

OKEECHOBEE                               1980           OWNED
2801 HIGHWAY #441 SOUTH
OKEECHOBEE, FL 34974

VOLUSIA COUNTY

NEW SMYRNA BEACH                         1988           OWNED
2230 STATE ROAD #44
NEW SMYRNA BEACH, FL 32168

PORT ORANGE                              1983           OWNED
4035 NOVA ROAD
PORT ORANGE, FL 32127

ORMOND BEACH                             1984           OWNED
75 N. NOVA ROAD
ORMOND BEACH, FL 32174

DELTONA                                  1998           OWNED
2901 HOWLAND BOULEVARD
DELTONA, FL 32725

DELAND
312 N. WOODLAND BOULEVARD                1999           OWNED
DELAND, FL  32720

ORMOND BY THE SEA
1190 OCEAN SHORE BOULEVARD               1999           OWNED
ORMOND BEACH, FL  32176



<PAGE>

      All leases are anticipated to renew upon their expiration.

      The Company uses a data processing service located in Orlando, Florida for
record keeping activities.  The data processor  specializes in servicing savings
associations.   The  Company's  current  contract  expires  in  2005.  All  data
processing  equipment  that is used  internally  by the  Company is owned by the
Company.  The net book  value of such  data  processing  equipment  and  related
software as of September 30, 2000 was $2,687,000.


Item 3.  Legal Proceedings

      There are various claims and lawsuits in which the Company is periodically
involved incident to the Company's  business.  In the opinion of management,  no
material loss is anticipated from any such pending claims or lawsuits.

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

      None.


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

      The Company's  common stock trades on the NASDAQ National Market under the
symbol HARB. The  approximate  number of  shareholders  of record and beneficial
shareholders  of the common  stock at December 8, 2000 was 7,609,  some of which
are street name holders.

      The Company paid $0.3375 in cash dividends per share for the twelve months
ended in fiscal 2000.  Payments  were $0.075 in the first quarter and $0.0875 in
the second,  third and fourth  quarters.  The  Company  currently  expects  that
comparable cash dividends will continue to be paid in the future.

      On December 8, 2000 the closing sales price of the Company's  common stock
was $14.0625 per share.  The  following  table sets forth the price range of the
high and low closing  sales  price per share of common  stock as reported by the
NASDAQ stock market for the four quarters of fiscal years 2000 and 1999.



                                     <PAGE>




                                                    Low $             High $
                                                    -----             ------

FISCAL 2000

   First Quarter................                    11.81              13.75

   Second Quarter ..............                    10.06              12.56

   Third Quarter................                     9.94              11.31

   Fourth Quarter...............                    10.50              12.19

FISCAL 1999

   First Quarter................                     8.75              11.25

   Second Quarter ..............                    10.69              12.75

   Third Quarter................                    11.44              13.69

   Fourth Quarter...............                    11.94              13.00


Item 6. Selected Financial Data.

      The information  contained in the table captioned  "Selected  Consolidated
Financial  Data" in the Annual Report on pages 11-12 is  incorporated  herein by
reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
  of Operations.

      The  information   contained  in  the  section   captioned   "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  on
pages 12 through 22 in the Annual Report is incorporated herein by reference.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

      The information contained in the sections captioned "Market Risk and Asset
and Liability Management", "Interest Rate Sensitivity", "Interest Rate Risk" and
"Equity Risk" on pages 13 through 15 in the Annual Report is incorporated herein
by reference.

Item 8.  Financial Statements and Supplementary Data

      The Company's  consolidated financial statements listed in Item 14 herein,
together with the report  thereon by KPMG LLP, are found in the Annual Report on
pages 23 through 54 and incorporated herein by reference.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
  Financial Disclosure.

      None.




<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

      The  information   contained  under  the  sections  captioned  "Beneficial
Ownership of Common Stock," on pages 2 through 4 and "Section  16(A)  Beneficial
Ownership  Reporting  Compliances"  on page 14 in the Proxy  Statement of Harbor
Florida  Bancshares,  Inc. (the "Proxy Statement) filed with the SEC on December
14, 2000 is incorporated herein by reference.



Item 11.  Executive Compensation.

      The  information   contained  under  the  sections  captioned   "Executive
Compensation" on pages 9 through 13 in the Proxy Statement filed with the SEC on
December 14, 2000 is incorporated herein by reference.



Item 12.  Security Ownership of Certain Beneficial Owners and Management.

   (a)  Security Ownership of Certain Beneficial Owners

      The information required by this item under the sections captioned "Voting
Securities" on pages 1 through 2 and  "Beneficial  Ownership of Common Stock" on
pages 2 through 4 in the Proxy Statement filed with the SEC on December 14, 2000
is incorporated herein by reference.


   (b)  Security Ownership of Management

      The  information  required  by  this  item  under  the  section  captioned
"Beneficial  Ownership  of  Common  Stock"  on pages 2  through  4 in the  Proxy
Statement  filed with the SEC on  December  14, 2000 is  incorporated  herein by
reference.


   (c)  Changes in Control

      Management of the Company knows of no  arrangements,  including any pledge
by any persons of  securities  of the Company,  the operation of which may, at a
subsequent date, result in a change in control of the Registrant.


Item 13.  Certain Relations and Related Transactions

      The information required by this item under the sections captioned "Voting
Securities"  on pages 1 through 2,  "Beneficial  Ownership  of Common  Stock" on
pages 2 through 4 and "Certain  Transactions"  on page 13 in the Proxy Statement
filed with the SEC on December 14, 2000 is incorporated herein by reference.




                                     <PAGE>


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

   (a)Documents filed as a part of this Report:

   (1) The Consolidated Financial Statements of the Registrant are attached and
are listed below:

                                                                 Pages in Annual
                                                                      Report
                                                                 ---------------
   Independent Auditors' Report                                         23

   Consolidated Statements of Financial Condition                       24

   Consolidated Statements of Earnings                                  25

   Consolidated Statements of Stockholders' Equity and Comprehensive
     Income                                                             26

   Consolidated Statements of Cash Flow                                 28

   Notes to Consolidated Financial Statements                           30

   (2) The  Consolidated  Financial  Statement  Schedules of the  Registrant  as
   required to be filed in this Report are either not applicable or are included
   elsewhere in this Report.

   (3) Exhibit Index

      The  exhibits   listed  below  are  included   with  this  Report  or  are
incorporated  herein by reference to the identified  document  previously  filed
with the Securities and Exchange Commission as set forth parenthetically.

   3(i)      Certificate  of  Incorporation  of   Registrant   (Exhibit  3.3  to
             Pre-effective  Amendment  No. 1 to the  Registration   Statement on
             Form S-1, No. 333-37275 filed November 10, 1997).

   3(ii)     Bylaws of Registrant. (Exhibit 3.4 to Pre-Effective Amendment No. 1
             to the  Registration  Statement on  Form S-1, No. 333-37275,  filed
             November 10, 1997).

   10(i)     Employment  contract  with  Michael J. Brown,  Sr.  (Exhibit  10(a)
             to the  Registration Statement on Form S-4 filed December 20, 1996)

   10(ii)    1994 Incentive Stock Option Plan (Exhibit 10(b) to the Registration
             Statement on Form S-4 filed December 20, 1996)

   10(iii)   1994 Stock  Option  Plan for  Outside  Directors (Exhibit  10(c) to
             the Registration  Statement on Form S-4 filed December 20, 1996)

   10(iv)    Harbor Federal  Savings  Bank  Non-Employee  Directors'  Retirement
             Plan  (Exhibit 10(vi) to Form  10-Q for the  quarter ended June 30,
             1997 filed August 11, 1997)

   10(v)     Unfunded  Deferred Compensation Plan for Directors (Exhibit 10(vii)
             to  Form  10-K  for  the  year  ended  September  30,  1998   filed
             December 24, 1998)

   10(vi)    1998  Stock  Incentive  Plan for Directors,  Officers and Employees
             (Exhibit  4.3  to  the  Registration  Statement  on  Form S-8 filed
             October 26, 1998)

   10(vii)   Change in Control and Non-competition Agreements

   21        Subsidiaries of the Registrant

   27        Financial Data Schedule

   99        Consolidated Financial Statements of the Registrant  (Annual Report
             to Stockholders for fiscal year September 30, 2000)

(b)   Reports on Form 8-K

      None.


                                     <PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                                 HARBOR FLORIDA BANCSHARES, INC.

                                                            (Registrant)



Dated: December 28, 2000                     By:               /s/
                                                   -----------------------------
                                                   Michael J. Brown, Sr.
                                                   President and Chief Executive
                                                   Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the date indicated.


             /s/                                          December 28, 2000
---------------------------------------------
Michael J. Brown, Sr.
President, Chief Executive
Officer and Director


             /s/                                          December 28, 2000
---------------------------------------------
Don W. Bebber
Senior Vice President, Finance
(Principal Financial and Accounting Officer)

              /s/                                         December 28, 2000
---------------------------------------------
Bruce R. Abernethy, Sr., Director


               /s/                                        December 28, 2000
----------------------------------------------
Richard N. Bird, Director


              /s/                                         December 28, 2000
---------------------------------------------
Edward G. Enns, Director


              /s/                                         December 28, 2000
---------------------------------------------
Frank H. Fee, III, Director


              /s/                                         December 28, 2000
---------------------------------------------
Richard B. Hellstrom, Director


              /s/                                         December 28, 2000
---------------------------------------------
Richard V. Neill, Sr., Director