SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)

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


For the quarterly period ended September 30, 1996


                                       OR

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

        For the transition period from _______________ to ______________


                         Commission file number 0-21707


                           FORT BROOKE BANCORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


        Florida                                          59-3382314
        -------                                          ----------
(State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                     Identification No.)



510 Vonderburg Drive, Brandon, Florida                     33511
--------------------------------------                    --------
(Address of Principal Executive Offices)                 (Zip Code)



Registrant's Telephone Number, Including Area Code  (813) 685-2000
                                                    --------------


--------------------------------------------------------------------------------
              Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report.


   Indicate  by check mark  whether  the  registrant  (1) has filed all  reports
required to be filed by 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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


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


Common stock, par value $8 per share 
------------------------------------

                                  990,553 shares outstanding at October 31, 1996
                                  ----------------------------------------------

                                                                  CONFORMED COPY




<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY

                                      INDEX



Item 1. Financial Statements                                                Page

   Condensed Consolidated Balance Sheets -
     September 30, 1996 (unaudited) and December 31, 1995.....................2

   Condensed Consolidated Statements of Earnings -
     Three and Nine months ended September 30, 1996 and 1995 (unaudited)......3

   Condensed Consolidated Statement of Stockholders' Equity -
     For the Nine-Month Period Ended September 30, 1996 (unaudited)...........4

   Condensed Consolidated Statements of Cash Flows -
     Nine months ended September 30, 1996 and 1995 (unaudited)................5

   Notes to Condensed Consolidated Financial Statements (unaudited)...........6

   Review By Independent Certified Public Accountants.........................7

   Report on Review by Independent Certified Public Accountants...............8

Item 2. Management's Discussion and Analysis of Financial Condition
   and Results of Operations...............................................9-15

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K....................................16

SIGNATURES...................................................................16



                                        1

<PAGE>
<TABLE>
<CAPTION>



                                       FORT BROOKE BANCORPORATION AND SUBSIDIARY

                                             PART I. FINANCIAL INFORMATION

                                             Item 1. Financial Statements

                                         Condensed Consolidated Balance Sheets
                                                (Dollars in thousands)

                                                                                      September 30,     December 31,
                                                                                      -------------     ------------
            Assets                                                                       1996             1995
                                                                                         ----             ----
                                                                                     (unaudited)

<S>                                                                                     <C>              <C>    
Cash and due from banks                                                                 $ 11,300          11,997
                                                                                         -------         -------

Investment securities:
    Available for sale                                                                    21,228          24,077
    Held to maturity                                                                      18,387          19,642
                                                                                         -------         -------

            Total investment securities                                                   39,615          43,719
                                                                                         -------         -------

Loans, net of allowance for credit losses of $1,877 and $1,614                           131,764         122,511
Other real estate owned                                                                    1,398           1,147
Property and equipment, net                                                                5,201           4,723
Federal Home Loan Bank stock                                                                 809             809
Accrued interest receivable                                                                1,306           1,266
Deferred tax asset                                                                           376             211
Other assets                                                                                 827             733
                                                                                         -------         -------

            Total                                                                        $ 192,596       187,116
                                                                                         =========       =======

        Liabilities and Stockholders' Equity

Deposits:
    Demand deposits                                                                       32,883          35,181
    Savings and NOW deposits                                                              33,318          31,334
    Money market deposits                                                                 18,326          21,551
    Other time deposits                                                                   88,570          80,231
                                                                                         -------         -------

            Total deposits                                                               173,097         168,297

Advances by borrowers for taxes and insurance                                                506             128
Short term borrowings                                                                        707           1,965
Accrued interest payable                                                                     483             490
Current income taxes                                                                         -               158
Other liabilities                                                                          1,688             278
                                                                                         -------         -------

            Total liabilities                                                            176,481         171,316
                                                                                         -------         -------

Stockholders' equity:
    Common stock                                                                           7,924           8,047
    Additional paid-in capital                                                             4,501           4,571
    Retained earnings                                                                      4,041           3,298
    Unrealized loss on investment securities                                                (351)           (116)
                                                                                         -------         -------

            Total stockholders' equity                                                    16,115          15,800
                                                                                         -------         -------

            Total                                                                       $ 192,596        187,116
                                                                                        =========        =======







See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                        2

<PAGE>
<TABLE>
<CAPTION>



                                       FORT BROOKE BANCORPORATION AND SUBSIDIARY

                                     Condensed Consolidated Statements of Earnings
                                   (Dollars in thousands, except per share amounts)

                                                              Three Months Ended                Nine Months Ended
                                                                 September 30,                      September 30,
                                                              ------------------               --------------------
                                                              1996          1995               1996            1995
                                                              ----          ----               ----            ----
                                                                  (unaudited)                       (unaudited)
<S>                                                          <C>         <C>                 <C>             <C>      
Interest income:
    Interest on loans                                        $ 3,018         2,728               8,859           8,152
    Interest on investment securities                            649           668               1,897           1,870
    Other interest                                                61           150                 241             357
                                                            --------     ---------         -----------      ----------

        Total interest income                                  3,728         3,546              10,997          10,379
                                                            --------     ---------          ----------       ---------

Interest expense:
    Interest on deposits                                       1,439         1,468               4,253           4,016
    Interest on other borrowings                                  19            18                  71              89
                                                            --------    ----------         -----------      ----------

        Total interest expense                                 1,458         1,486               4,324           4,105
                                                            --------     ---------          ----------      ----------

        Net interest income                                    2,270         2,060               6,673           6,274

Provision (credit) for credit losses                               9           304                (30)             478
                                                           ---------    ----------        -----------        ---------

        Net interest income after provision
            (credit) for credit losses                         2,261         1,756               6,703           5,796
                                                            --------     ---------          ----------       ---------

Noninterest income:
    Other fees and service charges                               358           286               1,007             849
    Loss on sale of investment securities                        (23)            -                 (22)            (24)
    Other income                                                  56            39                 146             103
                                                            --------    ----------          ----------       ---------

        Total noninterest income                                 391           325               1,131             928
                                                            --------     ---------          ----------       ---------

Noninterest expense:
    Employee compensation and benefits                           834           747               2,469           2,198
    Occupancy                                                    355           288               1,019             882
    Data processing                                               89            83                 276             245
    Federal insurance premium                                     59            81                 179             253
    SAIF recapitalization assessment                             648            -                  648              -
    Advertising                                                   37            21                 120              87
    Real estate expense                                           15            17                 131              52
    Professional fees                                             70            35                 216             108
    Other                                                        285           298                 951             931
    -----                                                        ---           ---                 ---             ---

        Total noninterest expense                              2,392         1,570               6,009           4,756
                                                            --------     ---------          ----------      ----------

        Earnings before income tax provision                     260           511               1,825           1,968

Income tax provision                                              92           204                 624             787
                                                            --------     ---------          ----------      ----------

Net earnings                                                 $   168           307               1,201           1,181
                                                            ========    ==========          ==========      ==========

Earnings per share                                           $   .17           .31                1.20            1.17
                                                            ========    ==========          ==========      ==========

Weighted average number of shares
    outstanding                                              992,223     1,005,920           1,001,305       1,005,920
                                                            ========    ==========          ==========      ==========


See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                        3

<PAGE>
<TABLE>
<CAPTION>



                                              FORT BROOKE BANCORPORATION AND SUBSIDIARY

                                      Condensed Consolidated Statement of Stockholders' Equity

                                         For the Nine Month Period Ended September 30, 1996
                                                       (Dollars in thousands)



                                                                                                    Unrealized
                                                                          Additional                 Loss on          Total
                                          Number of          Common        Paid-in       Retained   Investment     Stockholders'
                                           Shares            Stock         Capital       Earnings   Securities        Equity
                                           ------            -----         -------       --------   ----------        ------


<S>                                       <C>               <C>              <C>            <C>          <C>           <C>   
Balance at December 31, 1995              1,005,920         $ 8,047          4,571          3,298        (116)         15,800

Net earnings (unaudited)                       -               -              -             1,201           -           1,201

Cash dividend (unaudited)                      -               -              -              (251)          -            (251)

Purchase and retirement of
     shares from dissenting
     stockholders upon formation
     of holding company (unaudited)         (15,367)           (123)           (70)          (207)          -            (400)

Unrealized loss on investment
     securities (unaudited)                    -               -              -               -          (235)           (235)
                                         ----------          ------        -------         ------         ---          ------

Balance at September 30, 1996
     (unaudited)                            990,553         $ 7,924          4,501          4,041        (351)         16,115
                                          =========           =====          =====          =====         ===          ======

</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.

                                        4

<PAGE>
<TABLE>
<CAPTION>



                                       FORT BROOKE BANCORPORATION AND SUBSIDIARY

                                    Condensed Consolidated Statements of Cash Flows
                                                (Dollars in thousands)

                                                                                                 Nine Months Ended
                                                                                                            September 30,
                                                                                                            -------------
                                                                                            1996                1995
                                                                                            ----                ----
                                                                                                  (unaudited)
<S>                                                                                      <C>                   <C>   
Cash flows from operating activities:
     Net earnings                                                                        $  1,201               1,181
     Adjustments to reconcile net earnings to net
         Cash provided by operating activities:
         Depreciation                                                                         412                 355
         Provision (credit) for credit losses                                                 (30)                478
         Loss from sale of investment securities                                               22                  24
         Net amortization of fees, premiums and discounts                                     (10)               (107)
         Write down on other real estate owned                                                 73                  -
         (Increase) decrease in other assets                                                  (94)                100
         Increase in accrued interest receivable                                              (40)               (190)
         (Decrease) Increase in accrued interest payable                                       (7)                130
         Decrease in current income taxes                                                    (158)                (46)
         Increase in other liabilities                                                      1,010                 305
         Gain on sale of other real estate owned                                               (1)                 (9)
         Provision for deferred taxes                                                          -                   18
                                                                                          -------              ------

              Net cash flow provided by operating activities                                2,378               2,239
                                                                                          -------               -----

Cash flows from investing activities:
     Purchase of investment securities                                                    (14,218)            (16,270)
     Proceeds from sales and maturities of investment securities                           15,026              14,555
     Principal repayments on investment securities                                          2,874               1,656
     Net increase in loans                                                                 (9,837)             (3,805)
     Proceeds from sales of other real estate owned                                           301                 234
     Purchase of property and equipment                                                      (890)               (316)
                                                                                          -------             -------

              Net cash used in investing activities                                        (6,744)             (3,946)
                                                                                           ------              ------

Cash flows from financing activities:
     Net increase in deposits                                                               4,800               5,550
     Net increase in advance payments by borrowers for taxes and insurance                    378                 302
     Cash dividend                                                                           (251)                 (3)
     Decrease in short term borrowings                                                     (1,258)             (1,991)
                                                                                          -------              ------

              Net cash provided by financing activities                                     3,669               3,858
                                                                                          -------              ------

              Net (decrease) increase in cash and due from banks                             (697)              2,151

Cash and due from banks at beginning of period                                             11,997               8,436
                                                                                          -------               -----

Cash and due from banks at end of period                                                 $ 11,300              10,587
                                                                                           ======              ======

Cash paid during the period for:
     Interest                                                                            $  4,331              3,886
                                                                                           ======             ======

     Income taxes                                                                        $    865                814
                                                                                           ======             ======

Noncash transactions:
     Reclassification of loans to other real estate                                      $    624                 47
                                                                                           ======             ======

     Increase (decrease) in unrealized loss on investment
         securities available-for-sale                                                   $   (235)                650
                                                                                           ======              ======

     Liability incurred to purchase shares from dissenting stockholders                  $    400                  -
                                                                                           ======              ======

     Stock dividend                                                                      $      -               1,357
                                                                                           =======             ======
See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                        5

<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY

        Notes to Condensed Consolidated Financial Statements (unaudited)



1.General.  Effective July 10, 1996 the common  shareholders of Fort Brooke Bank
     (the "Bank") exchanged their common shares for common shares of Fort Brooke
     Bancorporation (the "Holding Company"),  and at that time the Bank became a
     wholly-owned  subsidiary of the Holding  Company.  The only business of the
     Holding  Company is the ownership  and  operation of the Bank.  The Holding
     Company and the Bank are  collectively  referred to as the  "Company".  The
     formation of the Holding  Company and exchange of shares has been accounted
     for as a pooling of  interests.  In the  opinion of the  management  of the
     Company,  the  accompanying  condensed  consolidated  financial  statements
     contain  all  adjustments   (consisting  principally  of  normal  recurring
     accruals)  necessary to present fairly the financial  position at September
     30,  1996,  the  results  of  operations  and cash flows for the nine month
     period  ended  September  30,  1996  and  1995,  for  the  three-month  and
     nine-month  periods  ended  September  30,  1996 and 1995.  The  results of
     operations  for the three and nine months ended  September 30, 1996 are not
     necessarily indicative of the results to be expected for the full year.

2. Loan  Impairment and Losses.     The Company has  identified  loans  totaling
     $67,000  and  $184,000  as impaired  at  September  30, 1996 and 1995.  The
     activity in the allowance for credit losses is as follows:
<TABLE>
<CAPTION>

                                                                  For the Three Months          For the Nine Months
                                                                   Ended September 30,           Ended September 30,
                                                                   -------------------           -------------------
                                                                   1996           1995           1996           1995
                                                                   ----           ----           ----           ----
                                                                                        (Unaudited)
                                                                                       (In thousands)

<S>                                                              <C>              <C>            <C>            <C>  
              Balance, beginning of period                       $ 1,857          1,606          1,702          1,562
              Provision (credit) charged to earnings                   9            304            (30)           478
              Recoveries, net of charge-offs                          11           (296)           205           (426)
                                                                  ------         -----          ------         -----

              Balance, end of period                             $ 1,877          1,614          1,877          1,614
                                                                   =====          =====          =====          =====
</TABLE>

3.Earnings Per Common Share.       Earnings  per common  share were  computed by
     dividing the net earnings for the period by the weighted  average number of
     shares outstanding. The effect of the outstanding options was not material.

4. Pending Acquisition of the Company.      On September  23, 1996,  the Company
     signed a letter of intent to merge with  Colonial  BancGroup  ("Colonial").
     Colonial  will exchange  sufficient  common stock to equal $31.50 per share
     for  990,553  shares of the  Company.  This  transaction  is subject to the
     approval of stockholders and various regulatory authorities.

                                        6

<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY

               Review by Independent Certified Public Accountants


Hacker,  Johnson,  Cohen & Grieb,  the Company's  independent  certified  public
accountants,  have made a limited  review of the financial  data as of September
30, 1996, and for the  three-month  and nine-month  periods ended  September 30,
1996  and  1995  presented  in  this  document,  in  accordance  with  standards
established by the American Institute of Certified Public Accountants.

Their  report  furnished  pursuant to Article 10 of  Regulation  S-X is included
herein.


                                       7

<PAGE>











          Report on Review by Independent Certified Public Accountants



The Audit Committee of the Board of Directors
     of Fort Brooke Bancorporation
Brandon, Florida:

     We have  reviewed the condensed  consolidated  balance sheet of Fort Brooke
Bancorporation  and Subsidiary (the "Company") as of September 30, 1996, and the
related  condensed  consolidated  statements of earnings for the three-month and
nine-month periods ended September 30, 1996 and 1995, the condensed consolidated
statements of cash flows for the nine-month periods ended September 30, 1996 and
1995 and the condensed  consolidated  statement of stockholders'  equity for the
nine-month  period ended September 30, 1996. These financial  statements are the
responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should be made to the condensed  consolidated  financial  statements referred to
above  for  them  to  be  in  conformity  with  generally  accepted   accounting
principles.

     We have previously  audited, in accordance with generally accepted auditing
standards,  the  consolidated  balance  sheet as of December 31,  1995,  and the
related consolidated statements of earnings, stockholders' equity and cash flows
for the year then ended (not presented herein); and in our report dated February
9, 1996, we expressed an  unqualified  opinion on those  consolidated  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
condensed  consolidated balance sheet as of December 31, 1995, is fairly stated,
in all material  respects,  in relation to the  consolidated  balance sheet from
which it has been derived.






HACKER, JOHNSON, COHEN & GRIEB
Tampa, Florida
October 4, 1996


                                        8

<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY

                  Item 2. Management's Discussion and Analysis
                of Financial Condition and Results of Operations

             Comparison of September 30, 1996 and December 31, 1995
General
     Fort Brooke  Bancorporation  (the "Holding  Company") is a one-bank holding
     company and its only current  business is the  ownership  and  operation of
     Fort  Brooke  Bank  (the  "Bank").  The  Holding  Company  and the Bank are
     collectively  referred  to as the  "Company".  On July 10,  1996 the common
     stockholders of the Bank exchanged their common shares for common shares of
     the  Holding  Company,  and at that  time  the Bank  became a  wholly-owned
     subsidiary of the Holding Company. The formation of the Holding Company and
     exchange of shares has been accounted for as a pooling of interests. Shares
     held by dissenting shareholders were retired prior to the exchange and that
     liability will be settled for cash.

Pending Acquisition of the Company
     On September 23, 1996,  the Company signed a letter of intent to merge with
     Colonial Bancgroup  ("Colonial").  Colonial will exchange sufficient common
     stock to equal  $31.50 per share for 990,553  shares of the  Company.  This
     transaction  is  subject  to  the  approval  of  stockholders  and  various
     regulatory authorities.

Liquidity and Capital Resources
     As a Florida chartered  commercial bank, the Bank is required to maintain a
     liquidity reserve of at least 15% of its total transaction  accounts and 8%
     of its total nontransaction  accounts less those deposits of certain public
     funds.  The liquidity  reserve may consist of cash on hand,  cash on demand
     with  other  correspondent  banks  and  other  investments  and  short-term
     marketable  securities  as defined,  such as federal  funds sold and United
     States  securities or securities  guaranteed  by the United  States.  As of
     September 30, 1996, the Bank has liquidity of approximately  $49.7 million,
     or  approximately  29% of total  deposits  and is in  compliance  with this
     requirement.

     During the nine months  ended  September  30,  1996,  the Bank's  primarily
     sources of funds  consisted of principal  payments on loans and  investment
     securities,  proceeds from sales and  maturities of investment  securities,
     net deposit inflows and cash flows from operating activities. The Bank used
     its capital resources principally to purchase investment securities,  repay
     short-term borrowings and to fund existing and continuing loan commitments.
     At  September  30,  1996,  the  Bank had  commitments  to  originate  loans
     totalling $8.6 million. Management believes the Bank has adequate resources
     to  fund  all  its  commitments,  that  substantially  all of its  existing
     commitments will be funded within one year and, if so desired,  that it can
     adjust  the  rates on  certificates  of  deposit  to retain  deposits  in a
     changing interest rate environment.
<TABLE>
<CAPTION>

                                                                    Nine Months                         Nine Months
                                                                       Ended        Year Ended            Ended
                                                                   September 30,    December 31,       September 30,
                                                                       1996             1995               1995
                                                                      --------        ----------          ------
<S>                                                                    <C>              <C>              <C>   
       Average equity as a percentage
           of average assets                                           8.53%             8.27%            8.23%

        Equity to total assets at end of period                        8.37%             8.44%            8.47%

        Return on average assets (1)                                    .84%              .93%             .89%

        Return on average equity (1)                                   9.84%            11.18%           10.76%

        Noninterest expenses to average assets (1)                     4.20%             3.41%            3.57%

        Nonperforming loans and real estate owned as
           a percentage of total assets at end of period               1.02%             1.10%            1.30%
</TABLE>

                                        9

<PAGE>
<TABLE>
<CAPTION>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY


                                                                        At              At                At
                                                                   September 30,    December 31,     September 30,
                                                                      1996             1995              1995
                                                                   ---------        ----------         ------
<S>                                                                   <C>              <C>              <C>  
      Weighted-average interest rates:
        Interest-earning assets:
           Loans                                                      8.94%            9.23%            9.19%
           Investment securities                                      6.30%            6.30%            6.19%
             Total interest-earning assets                            8.33%            8.44%            8.35%
        Interest-bearing liabilities:
           Savings and NOW accounts                                   1.97%            2.08%            2.30%
           Money market accounts                                      2.72%            2.78%            2.84%
           Certificates of deposit                                    5.48%            5.64%            5.74%
             Total interest-bearing liabilities                       4.28%            4.30%            4.42%
        Interest-rate spread                                          4.05%            4.14%            3.93%
                                                                      ====             ====             ====

(1)     Annualized for the nine months ended September 30, 1996 and 1995.
</TABLE>


                                       10

<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY

The following table sets forth, for the periods indicated, information regarding
(i) the total dollar  amount of interest  and  dividend  income of the Bank from
interest-earning  assets and the resultant average yields; (ii) the total dollar
amount of interest  expense on  interest-bearing  liabilities  and the resultant
average cost; (iii) net interest/dividend income; (iv) interest-rate spread; (v)
net interest margin.
<TABLE>
<CAPTION>

                                                                               Three Months Ended September 30,
                                                                               --------------------------------
                                                                            1996                              1995
                                                             --------------------------------    -------------------------------
                                                                       Interest       Average               Interest     Average
                                                             Average     and           Yield/    Average      and         Yield/
                                                             Balance   Dividends       Rate      Balance   Dividends       Rate
                                                             -------   ---------       ----      -------   ---------       ----
                                                                                 (Dollars in thousands)
Interest-earning assets:
<S>                                                        <C>             <C>        <C>      <C>             <C>         <C>  
    Loans (1)                                              $ 130,540       3,018      9.25%    $ 114,770       2,728       9.51%
    Investment securities                                     41,088         649      6.32%       44,219         668       6.04%
    Other interest-earning assets (2)                         11,532          61      2.12%        9,169         150       6.54%
                                                             -------       -----                 -------       -----

        Total interest-earning assets                        183,160       3,728      8.14%      168,158       3,546       8.43%
                                                                           -----                               -----

Noninterest-earning assets                                     9,499                              14,934
                                                             -------                            --------

        Total assets                                       $ 192,659                           $ 183,092
                                                             =======                             =======

Interest-bearing liabilities:
    Savings and NOW accounts                                  32,784         196      2.39%       30,642         180       2.35%
    Money market deposits                                     19,376         114      2.35%       21,127         164       3.11%
    Certificate of deposit                                    82,997       1,129      5.44%       79,157       1,124       5.68%
    Borrowings                                                 1,988          19      3.82%        1,800          18       4.00%
                                                             -------       -----                --------      ------

        Total interest-bearing liabilities                   137,145       1,458      4.25%      132,726       1,486       4.48%
                                                                           -----                               -----

Noninterest-bearing liabilities                               39,081                              35,185
Stockholders' equity                                          16,433                              15,181
                                                             -------                            --------

        Total liabilities and stockholders' equity                                $ 192,659                            $ 183,092
                                                                                    =======                              =======

Net interest/dividend income                                             $ 2,270                             $ 2,060
                                                                           =====                               =====

Interest-rate spread (3)                                                              3.89%                                3.95%
                                                                                      ====                                 ====

Net average interest-earning assets,
    net interest margin (4)                                $  46,015                  4.96%    $  35,432                   4.90%
                                                             =======                  ====       =======                   ====

Ratio of average interest-earning assets to
    average interest-bearing liabilities                        1.34                                1.27
                                                                ====                                ====

(1)         Includes loans on nonaccrual status.
(2)         Includes interest-bearing deposits and FHLB and FRB stock.
(3)         Interest-rate spread represents the difference between the average
            yield on interest-earning assets and the average cost of
            interest-bearing liabilities.
(4)         Net interest margin is net interest income divided by average
            interest-earning assets.


</TABLE>

                                       11

<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY

The following table sets forth, for the periods indicated, information regarding
(i) the total dollar  amount of interest  and  dividend  income of the Bank from
interest-earning  assets and the resultant average yields; (ii) the total dollar
amount of interest  expense on  interest-bearing  liabilities  and the resultant
average cost; (iii) net interest/dividend income; (iv) interest-rate spread; (v)
net interest margin.
<TABLE>
<CAPTION>

                                                                              Nine Months Ended September 30,
                                                                              -------------------------------
                                                                         1996                                1995
                                                             --------------------------------    -------------------------------
                                                                       Interest       Average               Interest     Average
                                                             Average     and           Yield/    Average      and         Yield/
                                                             Balance   Dividends       Rate      Balance   Dividends       Rate
                                                             -------   ---------       ----      -------   ---------       ----
                                                                                     (Dollars in thousands)
Interest-earning assets:
<S>                                                        <C>             <C>        <C>      <C>             <C>         <C>  
    Loans (1)                                              $ 127,310       8,859      9.28%    $ 113,267       8,152       9.60%
    Investment securities                                     41,851       1,897      6.04%       42,280       1,870       5.90%
    Other interest-earning assets (2)                         12,005         241      2.68%       10,618         357       4.48%
                                                             -------      ------                 -------      ------

        Total interest-earning assets                        181,166      10,997      8.09%      166,165      10,379       8.33%
                                                                          ------                              ------

Noninterest-earning assets                                     9,549                              11,641
                                                             -------                            --------

        Total assets                                       $ 190,715                           $ 177,806
                                                             =======                             =======

Interest-bearing liabilities:
    Savings and NOW accounts                                  32,594         524      2.16%       31,076         553       2.37%
    Money market deposits                                     20,620         424      2.74%       23,138         516       2.97%
    Certificate of deposit                                    80,615       3,305      5.47%       73,616       2,947       5.34%
    Borrowings                                                 2,580          71      3.67%        2,538          89       4.67%
                                                             -------     -------                --------      ------

        Total interest-bearing liabilities                   136,409       4,324      4.23%      130,368       4,105       4.20%
                                                                          ------                              ------

Noninterest-bearing liabilities                               38,038                              32,802
Stockholders' equity                                          16,268                              14,636
                                                             -------                            --------

        Total liabilities and stockholders' equity                                $ 190,715                            $ 177,806
                                                                                    =======                              =======

Net interest/dividend income                                            $  6,673                            $  6,274
                                                                          ======                              ======

Interest-rate spread (3)                                                              3.86%                                4.13%
                                                                                      ====                                 ====

Net average interest-earning assets,
    net interest margin (4)                                $  44,757                  4.91%    $  35,797                   5.03%
                                                             =======                  ====       =======                   ====

Ratio of average interest-earning assets to
    average interest-bearing liabilities                        1.33                                1.27
                                                                ====                                ====

(1)         Includes loans on nonaccrual status.
(2)         Includes interest-bearing deposits and FHLB and FRB stock.
(3)         Interest-rate spread represents the difference between the average
            yield on interest-earning assets and the average cost of
            interest-bearing liabilities.
(4)         Net interest margin is net interest income divided by average
            interest-earning assets.


</TABLE>

                                       12

<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY

                  Item 2. Management's Discussion and Analysis
                of Financial Condition and Results of Operations


Regulatory Capital

    Banking laws and regulations  limit the amount of dividends that may be paid
    by the Bank. The FDIC requires insured banks to maintain  certain  specified
    levels of capital.  A comparison  of the required  capital  ratios to actual
    capital ratios are as follows:
<TABLE>
<CAPTION>

                                                                                           Ratios of       Regulatory
                                                                                            the Bank      Requirement
                                                                                            --------      -----------
               At September 30, 1996:
<S>                                                                                          <C>              <C>  
                     Total capital to risk-weighted assets                                   13.05%           8.00%
                     Tier I capital to risk-weighted assets                                  11.80%           4.00%
                     Tier I capital to total average assets - leverage ratio                  8.59%           4.00%
</TABLE>

New Accounting Requirements

    Statement  of  Financial   Accounting  Standards  No.  125  "Accounting  for
    Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments   of
    Liabilities"  ("SFAS 125") provides  accounting and reporting  standards for
    transfers  and  servicing  of  financial  assets  and   extinguishments   of
    liabilities.   This  Statement  also  provides   consistent   standards  for
    distinguishing  transfers of financial  assets that are sales from transfers
    that  are  secured  borrowings.  SFAS 125 is  effective  for  transfers  and
    servicing of financial assets and  extinguishments of liabilities  occurring
    after December 31, 1996.  Management of the Bank does not expect SFAS 125 to
    have a material effect on the Bank's financial statements.






                                       13

<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY

Results of Operations

       Comparison of Three-Month Periods Ended September 30, 1996 and 1995

General.  Net  earnings  for the  three-months  ended  September  30,  1996 were
    $168,000 or $.17 per share  compared to $307,000 or $.31 per share for 1995.
    The  decrease  in  earnings  was   primarily   due  to  the  one-time   SAIF
    recapitalization   assessment  partially  offset  by  the  decrease  in  the
    provision  for credit  losses  and the  increase  in other fees and  service
    charges.

Interest  Income and  Expense.  Interest  income  increased  by $182,000 to $3.7
    million  for the  three-month  period  ended  September  30,  1996 from $3.5
    million for 1995.  Interest on loans increased  $290,000 to $3.0 million due
    to an increase in the average  loan  portfolio  balance for the three months
    ended September 30, 1996. The portfolio  balance increased to $130.5 million
    from $114.8  million  during the 1995  period.  The weighted  average  yield
    decreased on the portfolio from 9.51% in 1995 to 9.25% in 1996.  Interest on
    investment  securities  decreased  $19,000 to $649,000 for the  three-months
    ended  September  30,  1996  due to a  decrease  in the  average  investment
    securities  portfolio  from $44.2  million in 1995 to $41.1 million in 1996.
    Interest on other  interest-earning  assets  decreased from $150,000 for the
    three-months  ended September 30, 1995 to $61,000 for the three months ended
    September 30, 1996 due to a decrease in the weighted average yield partially
    offset  by  an  increase   in  the   weighted   average   balance  of  other
    interest-earning assets from 1995 to 1996.

    Interest  expense on  deposits  decreased  $28,000 to $1.4  million  for the
    three-months  ended September 30, 1996. The decrease is due to a decrease in
    the  average  rate paid on  deposits,  partially  offset by an  increase  in
    average deposits from 1995 to 1996.

Credit Losses. A provision for credit losses is charged to earnings to bring the
    total  allowance to a level deemed  appropriate  by management  and is based
    upon historical experience,  the volume and type of lending conducted by the
    Bank,  industry  standards,  the  amount  of  nonperforming  loans,  general
    economic conditions, particularly as they relate to the Bank's market areas,
    and  other  factors  related  to  the  collectibility  of  the  Bank's  loan
    portfolio. The provision for loan losses decreased from $304,000 in the 1995
    period to $9,000 for the  three-month  period ended  September 30, 1996. The
    allowance  for credit  losses is $1.9 million at September  30, 1996.  While
    management  believes  the  allowance  for credit  losses is  adequate  as of
    September  30,  1996,  future  adjustments  may  be  necessary  if  economic
    conditions  differ  substantially  from the  assumptions  used in making the
    initial determination.

Noninterest  Expense.  Total  noninterest  expense  increased  $822,000  to $2.4
    million for the three- months ended  September 30, 1996 from $1.6 million in
    1995. The increase  resulted  primarily  from a one-time SAIF  assessment as
    well as the increases in employee  compensation and occupancy as a result of
    opening a new branch in 1996.

Income Tax  Provision.  The  income tax  provision  for the three  months  ended
    September  30,  1996 and  September  30,  1995  was  $92,000  and  $204,000,
    respectively.


                                       14

<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY


       Comparison of Nine-Month Periods Ended September 30, 1996 and 1995

General.  Net  earnings  for the nine  months  ended  September  30,  1996  were
    $1,201,000 or $1.20 per share  compared to $1,181,000 or $1.17 per share for
    1995.  The increase in earnings was  primarily due to increased net interest
    income partially offset by the increase in noninterest  expense during 1996.
    The  increase  in  noninterest  expense  resulted  from  the  one-time  SAIF
    recapitalization assessment.

Interest Income and  Expense.  Interest  income  increased  by $618,000 to $11.0
    million for the nine-month period ended September 30, 1996 compared to $10.4
    million for the nine months  ended  September  30,  1995.  Interest on loans
    increased  $707,000 to $8.9  million due to an increase in the average  loan
    portfolio  balance for the nine months  ended  September  30, 1996 to $127.3
    million  compared  to  $113.3  million  during  the  1995  period.  This was
    partially  offset by a decrease in the weighted  average yield from 9.60% in
    1995 to 9.28% in 1996. Interest on investment  securities  increased $27,000
    to $1.9  million  for the  nine-months  ended  September  30, 1996 due to an
    increase in the average  yield from 5.90% in 1995 to 6.04% in 1996 which was
    partially  offset  by  a  decrease  in  the  average  investment  securities
    portfolio  from $42.3 million in 1995 to $41.9 million in 1996.  Interest on
    other  interest-earning  assets  decreased from $357,000 for the nine months
    ended September 30, 1995 to $241,000 for the nine months ended September 30,
    1996 due to a decrease in the weighted  average yield partially offset by an
    increase in the average balance of other  interest-earning  assets from 1995
    to 1996.

    Interest expense on deposit accounts  increased $219,000 to $4.3 million for
    the  nine-months  ended  September  30, 1996 from $4.0 million in 1995.  The
    increase is due to an increase in the average rate paid on deposits,  and an
    increase in average interest-bearing deposits from 1995 to 1996.

(Credit) Provision for Credit Losses.  The (credit)  provision for credit losses
    is  (credited)  charged to earnings to bring the total  allowance to a level
    deemed  appropriate by management and is based upon  historical  experience,
    the volume and type of lending  conducted by the Bank,  industry  standards,
    the amount of nonperforming loans, general economic conditions, particularly
    as they relate to the Bank's market areas,  and other factors related to the
    collectibility  of the Bank's loan portfolio.  The provision for loan losses
    decreased  $508,000  for the  nine-month  period  ended  September  30, 1996
    compared to the same period for 1995.  The allowance for loan losses is $1.9
    million at September 30, 1996. While  management  believes the allowance for
    credit losses is adequate as of September 30, 1996,  future  adjustments may
    be  necessary  if  economic   conditions  differ   substantially   from  the
    assumptions used in making the initial determination.

Noninterest Expense.  Total  noninterest  expense increased $1.3 million to $6.0
    million for the  nine-months  ended  September 30, 1996 from $4.8 million in
    1995.  The increase  was  primarily  due to a one-time  SAIF  assessment  on
    September  30, 1996.  There were also  increases  in employee  compensation,
    occupancy expense, real estate expense and professional fees. These were due
    to the opening of a new branch,  merit salary  raises and the formation of a
    bank holding company.

Income Tax  Provision.  The  income  tax  provision  for the nine  months  ended
    September  30,  1996 and  September  30,  1995 was  $624,000  and  $787,000,
    respectively.





                                       15

<PAGE>



                    FORT BROOKE BANCORPORATION AND SUBSIDIARY

                           PART II. OTHER INFORMATION

                    Item 6. Exhibits and Reports on Form 8-K

There were no reports on Form 8-K filed for the three months ended September 30,
                                     1996.


                                   SIGNATURES



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


                                                FORT BROOKE BANCORPORATION







Date:      November 13, 1996            By:     /s/ Richard H. Eatman
           ----------------------               ----------------------
                                                Richard H. Eatman, President and
                                                Treasurer 
                                                (Chief Financial Officer)









                                       16

<PAGE>