UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q
(Mark One)

{  X }  Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
        Act of 1934 For the Quarterly Period Ended March 31, 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:  0-23605
                         -------

                             CAVALRY BANCORP, INC.
                       --------------------------------
            (exact name of registrant as specified in its charter)

             Tennessee                                      62-1721072
--------------------------------                     ---------------------
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                          I.D. Number)

  114 West College Street, Murfreesboro, Tennessee            37130
  ------------------------------------------------      -----------------
      (Address of principal executive offices)              (Zip Code)

                                (615) 893-1234
                           -----------------------
              Registrant's telephone number, including area code

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 has been subject to such
filing requirements for the past 90 days.

                         Yes  X              No
                             -----              -----

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

Common  Stock  Issued  and  Outstanding:  7,104,801  as  of  May  5,  2000.

<PAGE>

                              CAVALRY BANCORP, INC.

                                Table of Contents

Part  I   Financial  Information                                         Page

Item  1.  Financial  Statements

          Consolidated  Balance  Sheets  at  March  31,  2000 (unaudited)
          and December 31, 1999                                             1

          Consolidated  Statements  of Income (unaudited) for the
          Three Month Periods Ended March 31, 2000 and 1999                 2

          Consolidated Statements of Comprehensive Income (unaudited)
          for the Three Month Periods Ended March 31, 2000 and 1999         3

          Consolidated Statements of Cash Flows (unaudited) for the
          Three  Month Periods Ended March 31, 2000 and 1999                4

          Notes  to  Consolidated  Financial  Statements (unaudited)      5-6

Item  2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                             7-9

Item  3.  Quantitative and Qualitative Disclosures About Market Risk    10-11

Part  II  Other  Information                                               12

Signatures                                                                 13






<PAGE>

ITEM  1.                 FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                                CAVALRY BANCORP, INC.
                             CONSOLIDATED BALANCE SHEETS
                  MARCH 31, 2000 (UNAUDITED) AND DECEMBER 31, 1999
                               (DOLLARS IN THOUSANDS)

ASSETS                                          March 31, 2000    December 31, 1999
---------------------------------------------  ----------------  -------------------
                                                  (Unaudited)
<S>                                            <C>               <C>
Cash. . . . . . . . . . . . . . . . . . . . .  $        15,269   $           20,043
Interest-bearing deposits with
    other financial institutions. . . . . . .           25,482               74,379
                                               ----------------  -------------------
Cash and cash equivalents . . . . . . . . . .           40,751               94,422
Investment securities available-for-sale
    at fair value
   (amortized cost: $23,890 and $6,968 at
   March 31, 2000 and
   December 31, 1999, respectively) . . . . .           23,843                6,964
Mortgage-backed securities held
    to maturity - at
   amortized cost (fair value:
   $629 and $645 at March 31, 2000 and
   December 31, 1999, respectively) . . . . .              636                  651
Loans held for sale, at estimated fair value.            6,999                4,485
Loans receivable, net . . . . . . . . . . . .          273,374              272,211
Accrued interest receivable . . . . . . . . .            2,014                1,784
Office properties and equipment, net. . . . .           12,302                9,892
Federal Home Loan Bank of Cincinnati
   stock - at cost. . . . . . . . . . . . . .            1,911                1,878
Real estate and other assets acquired in
   settlement of loans. . . . . . . . . . . .               80                  166

Other assets. . . . . . . . . . . . . . . . .            2,617                2,966
                                               ----------------  -------------------
Total assets. . . . . . . . . . . . . . . . .  $       364,527   $          395,419
                                               ================  ===================

LIABILITIES AND EQUITY
---------------------------------------------
Liabilities:
Deposits. . . . . . . . . . . . . . . . . . .  $       320,969   $          308,929
Borrowings. . . . . . . . . . . . . . . . . .            1,615               45,000
Accounts payable and other liabilities. . . .            2,133                2,725
                                               ----------------  -------------------
               Total liabilities. . . . . . .          324,717              356,654
                                               ----------------  -------------------
Shareholders' Equity:
Preferred stock, no par value
  Authorized- 250,000 shares; none
    issued or outstanding at
    March 31, 2000 and December 31, 1999. . .                -                    -
Common stock, no par value
  Authorized- 49,750,000 shares; issued
     and outstanding 7,104,801 at
     March 31, 2000 and December 31, 1999 . .           11,145               10,972
Retained earnings . . . . . . . . . . . . . .           37,666               37,194
Unearned restricted stock . . . . . . . . . .           (4,127)              (4,380)
Unallocated ESOP Shares . . . . . . . . . . .           (4,846)              (5,019)
Accumulated other comprehensive
    loss, net of tax. . . . . . . . . . . . .              (28)                  (2)
                                               ----------------  -------------------

      Total Equity. . . . . . . . . . . . . .           39,810               38,765
                                               ----------------  -------------------
Total Liabilities and Equity  . . . . . . . .  $       364,527   $          395,419
                                               ===============   ==================
</TABLE>

Note:  The  balance sheet at December 31, 1999 has been derived from the audited
financial  statements  at  that date but does not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements.

See  accompanying  notes  to  consolidated  financial  statements.

                                        1
<PAGE>

<TABLE>
<CAPTION>


                              CAVALRY BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)



                                         2000        1999
                                      ----------  ----------
<S>                                   <C>         <C>

Interest and dividend income:
 Loans . . . . . . . . . . . . . . .  $    6,128  $    5,643
 Investment securities . . . . . . .         292         670
 Deposits with other financial
    institutions . . . . . . . . . .         549         491
 Mortgage-backed securities
    held to maturity . . . . . . . .          10           9
                                      ----------  ----------
       Total interest and dividend
          income . . . . . . . . . .       6,979       6,813
                                      ----------  ----------
Interest expense - deposits. . . . .       2,978       2,337
Interest expense - borrowings. . . .         130           -
                                      ----------  ----------
      Total interest expense . . . .       3,108       2,337
                                      ----------  ----------
 Net interest income . . . . . . . .       3,871       4,476
 Provision for loan losses . . . . .          74          89
                                      ----------  ----------
  Net interest income after
     provision for loan losses . . .       3,797       4,387
                                      ----------  ----------
Non-interest income:
  Servicing income . . . . . . . . .          64          71
  Gain on sale of loans, net . . . .         314         441
  Deposit servicing fees and charges         561         424
  Trust service fees . . . . . . . .         267         205
  Other operating income . . . . . .         138          77
                                      ----------  ----------
    Total non-interest income. . . .       1,344       1,218
                                      ----------  ----------
 Non-interest expenses:
   Compensation, payroll taxes and
     fringe benefits . . . . . . . .       2,338       2,068
   Occupancy expense . . . . . . . .         156         168
   Supplies, communications and
     other office expenses . . . . .         211         231
   Federal insurance premiums. . . .          15          37
   Advertising expense . . . . . . .          90          67
   Equipment and service bureau
      expense. . . . . . . . . . . .         498         584
   Other operating expense . . . . .         378         359
                                      ----------  ----------
      Total non-interest expenses. .       3,686       3,514
                                      ----------  ----------
  Earnings before income tax
       expense . . . . . . . . . . .       1,455       2,091
  Income tax expense . . . . . . . .         627         863
                                      ----------  ----------
     Net income. . . . . . . . . . .  $      828  $    1,228
                                      ----------  ----------

Basic earnings per share . . . . . .  $     0.13  $     0.19
                                      ==========  ==========

Weighted average
   shares outstanding. . . . . . . .   6,340,984   6,607,533
                                      ==========  ==========
</TABLE>


Dividends  declared  $0.05  per share payable April 14, 2000 for shareholders of
record  date  March  31,  2000.


See  accompanying  notes  to  consolidated  financial  statements.



                                        2
<PAGE>


<TABLE>
<CAPTION>


                              CAVALRY BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)



                                                              2000    1999
                                                             ------  -------
<S>                                                          <C>     <C>

Net income. . . . . . . . . . . . . . . . . . . . . . . . .  $ 828   $1,228
Other comprehensive income, net of tax
Unrealized losses on securities
 available for sale . . . . . . . . . . . . . . . . . . . .   ( 26)     (36)
                                                             ------  -------

Comprehensive income. . . . . . . . . . . . . . . . . . . .  $ 802   $1,192
                                                             ======  =======

See accompanying note to consolidated financial statements.
</TABLE>


                                        3
<PAGE>




<TABLE>
<CAPTION>



                               CAVALRY BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                              (DOLLARS IN THOUSANDS)
                                    (UNAUDITED)



                                                                2000       1999
                                                              ---------  ---------
<S>                                                           <C>        <C>
Operating activities:
          Net cash provided (used) by operating activities .   ($1,601)  $  3,139
                                                              ---------  ---------
Investing activities:
   Increase in loans receivable, net . . . . . . . . . . . .    (1,132)    (6,949)
   Principal payments on mortgage
        backed securities held to maturity . . . . . . . . .        15        153
  Purchase of investment securities
     available for sale. . . . . . . . . . . . . . . . . . .   (21,843)   (25,083)
  Proceeds from maturities of investment securities. . . . .     5,000     19,500
   Purchase of office properties and equipment . . . . . . .    (2,636)      (246)
                                                              ---------  ---------
          Net cash used in investing activities. . . . . . .   (20,596)   (12,625)
                                                              ---------  ---------

Financing activities:
  Net increase in deposits . . . . . . . . . . . . . . . . .    12,040        300
  Dividends paid . . . . . . . . . . . . . . . . . . . . . .      (355)      (358)
Net increase (decrease) in borrowings. . . . . . . . . . . .   (43,385)         -
Payments by borrowers for
  property taxes and insurance . . . . . . . . . . . . . . .       226        201
                                                              ---------  ---------
         Net cash provided by (used in)
         financing activities. . . . . . . . . . . . . . . .   (31,474)       143
                                                              ---------  ---------
Decrease in cash and cash equivalents. . . . . . . . . . . .   (53,671)    (9,343)
Cash and equivalents, beginning of period. . . . . . . . . .    94,422     53,188
                                                              ---------  ---------

 Cash and cash equivalents, end of period. . . . . . . . . .  $ 40,751   $ 43,845
                                                              ---------  ---------

SUPPLEMENT DISCLOSURES OF CASH
   FLOW INFORMATION:
Payments during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . .  $  3,045   $  2,302
                                                              =========  =========
Income taxes . . . . . . . . . . . . . . . . . . . . . . . .  $    981   $    522
                                                              =========  =========

SUPPLEMENTAL DISCLOSURES OF NONCASH
  INVESTING AND FINANCING ACTIVITIES:

 Interest credited to deposits . . . . . . . . . . . . . . .  $  1,045   $    959
                                                              =========  =========
 Increase in deferred tax asset related
   to unrealized loss on investments . . . . . . . . . . . .  $     17   $     22
                                                              =========  =========
Net unrealized losses on investment
    securities available for sale. . . . . . . . . . . . . .  $    (43)  $    (58)
                                                              =========  =========
Dividends declared and payable . . . . . . . . . . . . . . .  $    355   $    358
                                                              =========  =========

See accompanying notes to consolidated financial statements.
</TABLE>




                                        4
<PAGE>
                              CAVALRY BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis  of  Presentation

Cavalry  Bancorp, Inc. (the "Company"), a Tennessee corporation, is the holding
company  for  Cavalry  Banking (the "Bank") which is a federally chartered stock
savings  bank.

The  accompanying  consolidated  financial  statements  of the Company have been
prepared in accordance with Instructions to Form 10-Q.  Accordingly, they do not
include  all  of  the  information  and footnotes required by generally accepted
accounting  principles  for  complete  financial  statements.  However,  such
information  reflects  all  adjustments  (consisting  solely of normal recurring
adjustments)  which  are,  in  the  opinion  of management, necessary for a fair
statement  of  results  for  the  interim  periods.

The  results  of  operations  for the three months ended March 31, 2000, are not
necessarily  indicative  of  the  results  to  be  expected  for the year ending
December  31,  2000.  The  consolidated  financial  statements and notes thereto
should  be  read  in conjunction with the audited financial statements and notes
thereto  for  the  year  ended  December  31,  1999.

2.  Earnings  Per  Share

Earnings  per share has been computed for the three months ended March 31, 2000,
based  upon  weighted  average common shares outstanding of 6,340,984.  Earnings
per  share  has  been  computed for the three months ended March 31, 1999, based
upon  weighted  average  common  shares  outstanding  of  6,607,533.

Statement  of  Financial  Accounting  Standards  No.  128,  Earnings  Per Share,
established  new standards for computing and presenting earnings per share.  The
standard  is  effective for annual and interim periods ending after December 31,
1997.  The  Company  had  no dilutive securities, therefore diluted earnings per
share  is  the  same  as  basic  earnings  per  share.

3.  Business  Segments

The  Company  and  its subsidiary provide community oriented banking services to
individuals  and businesses primarily within Rutherford, Bedford, and Williamson
counties  in  Middle  Tennessee.

The  Company's  segments  are  identified  by the products and services offered,
principally  distinguished  as  banking,  trust and mortgage banking operations.
Approximately  30%  of  mortgage  banking  revenues  are  derived each year from
transactions  with  agencies of the U.S. government.  In addition, one unrelated
entity  purchased  approximately  50%  of  mortgages  sold  in  2000  and  1999.


                                        5
<PAGE>

Segment  information  is  derived from the internal reporting system utilized by
management  with  accounting  policies  and  procedures  consistent  with  those
described  in  Note  1  of  the  1999  Annual  Report  to Shareholders.  Segment
performance  is  evaluated  by the Company based on profit or loss before income
taxes.  Revenue,  expense  and  asset  levels  reflect  those  which  can  be
specifically  identified  and  those  assigned  based  on  internally  developed
allocation  methods.  These  methods  have  been  consistently  applied.

<TABLE>
<CAPTION>

                                          Mortgage
                                Banking    Banking   Trust   Consolidated
<S>                            <C>        <C>        <C>     <C>
For the quarter ended
 March 31, 2000
Interest revenue. . . . . . .  $   6,979  $      -   $    -  $       6,979
Other income-
     external customers . . .        699        64      267          1,030
Interest expense. . . . . . .      3,108         -        -          3,108
Depreciation and amortization        172        33        9            214
Other significant items:
   Provision for loan losses.         74         -        -             74
  Gain on sales of assets . .          -       314        -            314
Segment profit. . . . . . . .      1,440       (52)      67          1,455
Segment assets. . . . . . . .    357,634     6,496      397        364,527
</TABLE>


<TABLE>
<CAPTION>

                                           Mortgage
                                 Banking    Banking   Trust   Consolidated
<S>                              <C>        <C>       <C>     <C>
For the quarter ended
   March 31, 1999
Interest revenue. . . . . . . .  $   6,813  $      -  $    -  $       6,813
Other income-external customers        501        71     205            777
Interest expense. . . . . . . .      2,337         -       -          2,337
Depreciation and amortization .        210        52      11            273
Other significant items:
   Provision for loan losses. .         89         -       -             89
  Gain on sales of assets . . .          -       441       -            441
Segment profit. . . . . . . . .      1,854       195      42          2,091
Segment assets. . . . . . . . .    359,140     7,263     180        366,583
</TABLE>


                                        6
<PAGE>

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

Private  Securities  Litigation  Reform  Act  Safe  Harbor  Statement

This  Quarterly  Report  contains  forward-looking  statements  within  the
meaning  of  the  federal  securities laws.  These statements are not historical
facts,  rather  statements based on the Company's current expectations regarding
its  business  strategies and their intended results and its future performance.
Forward-looking  statements are preceded by terms such as "expects," "believes,"
"anticipates,"  "intends,"  and  similar  expressions.

Forward-looking  statements  are  not  guarantees  of  future  performance.
Numerous  risks  and  uncertainties  could  cause  the company's actual results,
performance, and achievements to be materially different from those expressed or
implied by the forward-looking statements.  Factors that may cause or contribute
to  these  differences include, without limitation, general economic conditions,
including  changes  in  market interest rates and changes in monetary and fiscal
policies  of  the  federal  government;  legislative and regulatory changes; and
other  factors  disclosed  periodically  in  the  Company's  filings  with  the
Securities  and  Exchange  Commission.

Because  of  the  risks  and  uncertainties  inherent  in  forward-looking
statements,  readers  are cautioned not to place undue reliance on them, whether
included in this report or made elsewhere from time to time by the Company or on
its  behalf.  The  Company  assumes  no obligation to update any forward-looking
statements.

Comparison  of  Financial  Condition  at  March  31,  2000 and December 31, 1999

Total  assets  were $364.5 million at March 31, 2000, compared to $395.4 million
at December 31, 1999, a decrease of $30.9 million or 7.8 %.  This decrease was a
result  of  cash  being  used  to  reduce  borrowings from $45.0 million to $1.6
million.  This  decrease  was  partially  offset  by  an  increase  in cash from
increased  deposits.  Cash  and cash equivalents decreased from $94.4 million at
December  31,  1999,  to  $40.8  million  at  March 31, 2000.  This decrease was
primarily  a  results  of  cash  used  to  retire  $45.0  million in borrowings.
Investments available for sale increased from $7.0 million at December 31, 1999,
to  $23.8  million  at March 31, 2000, as a result of increased deposits.  Loans
receivable  net  increased $1.2 million from $272.2 million at December 31, 1999
to  $273.4  million  at  March  31,  2000.

Deposit  accounts  increased  $12.1  million from $308.9 million at December 31,
1999,  to  $321.0  million at March 31, 2000.  Certificates of deposit increased
$2.0 million from $151.0 million at December 31, 1999 to $153.0 million at March
31,  2000.  Savings  deposits  increased  $1.1  million  from  $13.0  million at
December  31,  1999  to  $14.1 million at March 31, 2000.  Money market accounts
increased  $3.4 million from $63.8 million at December 31, 1999 to $67.2 million
at  March  31,  2000.  Transaction  accounts  increased  $4.9 million from $34.7
million  at  December  31,  1999  to  $39.6  million  at  March 31, 2000.  These
increases were primarily a result of an ongoing effort to raise the deposit base
for  Cavalry  Banking.

Stockholders'  equity  increased  by $1.0 million from $38.8 million at December
31,  1999,  to  $39.8  million  at  March 31, 2000, as a result of net income of
$828,000  for  the  three  months ended March 31, 2000 release of ESOP shares of
$346,000  and  release  of Management Recognition Plan (MRP) shares of $253,000.
These increases were offset by dividends declared of $355,000 and an increase in
unrealized  losses  on  available-for-sale  securities  of  $26,000.

                                        7
<PAGE>

Nonperforming  assets  were  $499,000 at December 31, 1999 and $219,000 at March
31,  2000.

Comparison  of  Operating  Results for the Three Months Ended March 31, 2000 and
  March  31,  1999.

Net  Income.  Net  income decreased to $828,000 for the three months ended March
31,  2000,  from  $  1.2  million  for  the  three  months ended March 31, 1999,
primarily  as  a  result  of a lower net interest income, increased interest and
non-interest  expenses.  These  increased  expenses  were offset partially by an
increase  in  interest  and dividend income, a decline in the provision for loan
losses  and  increased  non-interest income.  The decline in net interest income
was  primarily a result of the impact of the decline in cash equivalents used to
fund  the special cash distribution of $53.3 million, which was paid in December
1999.

Net  Interest  Income.  Net  interest income declined $600,000 from $4.5 million
for  the  three months ended March 31, 1999 to $3.9 million for the three months
ended  March  31,  2000.  This  decline  was  a  result  of earning assets being
utilized  to  fund  the  special  cash distribution paid in December 1999.  This
distribution  resulted  in  a  decline  in the ratio of average interest-earning
assets  to average interest-bearing liabilities from 144.49% for the three month
period  ended  March  31,  1999  to 116.41% for the three months ended March 31,
2000.

Interest  income increased 2.9% to $7.0 million for the three months ended March
31,  2000,  from  $6.8  million  for the same period in 1999.  Interest on loans
increased from $5.6 million for the period ended March 31, 1999, to $6.1 million
for  the  same  period  in 2000.  This was a result of average loans outstanding
increasing  from  $249.5  million  for the three months ended March 31, 1999, to
$274.7  million  for  the same period in 2000.  The average yield decreased from
9.05%  for the three period ended March 31, 1999 to 8.92% for the same period in
2000.  This  decline  was a result of lower amortization of deferred fees due to
increased  competitive pressures.  These market pressures also attributed to the
slight decline in yield.  Income on all other investments consisting of mortgage
backed  securities,  investments,  FHLB  stock,  bank deposits and federal funds
declined  from  $1.2  million for the three month period ended March 31, 1999 to
$851,000  for the same period in 2000.  Average investments decreased from $87.6
million for the three months ended March 31, 1999, to $56.4 million for the same
period  in  2000.  The  average  yield increased from 5.35% for the three months
ended  March  31,  1999  to 6.06% for the same period in 2000.  This increase in
rate  was  a  result of rising rates while the decline in volume was a result of
funds  used  to  pay  the  special  cash  distribution  in  December  1999.

Interest expense increased from $2.3million for the three months ended March 31,
1999  to  $3.1  million for the same period in 2000.  Average deposits increased
from  $233.3 million for the three months ended March 31, 1999 to $275.6 million
for  the  same period in 2000.  This increase was a result of continuing efforts
to  increase  market  share of deposits.  The average cost of deposits increased
from  4.06%  for  the  three  months ended March 31, 1999, to 4.35% for the same
period  in  2000.  Average  borrowings  were  $8.9 million at an average cost of
5.90%  for  the  three  months  ended  March 31, 2000.  There were no borrowings
outstanding  during  the  first  three  months of 1999.  The total cost of funds
increased  from 4.06% for the three months ended March 31, 1999 to 4.43% for the
three  months  ended  March  31,  2000.  Average  interest-bearing  liabilities
increased  from  $233.3  million  for  the  three months ended March 31, 1999 to
$284.5 million for the same period in 2000.  Interest rate spread decreased from
4.02%  for  the three months ended March 31 1999 to 4.00% for the same period in
2000.  Net  interest  margin  decreased  from  5.31 % for the three months ended
March  31,  1999,  to  4.68%  for  the  same  period  in  2000.

                                        8
<PAGE>

Provision  for Loan Loses.  Provision for loan losses are charges to earnings to
bring the total allowance for loan losses to a level considered by management as
adequate  to  provide for estimated loan losses based on management's evaluation
of  the  collectibility  of  the  loan  portfolio,  including  the nature of the
portfolio, credit concentrations, trends in historical loss experience, specific
impaired  loans and economic conditions.  Management also considers the level of
problem  assets  giving greater weight to the level of classified assets than to
the  level  of  nonperforming  assets because classified assets include not only
nonperforming  assets  but  also  performing  assets  that otherwise exhibit, in
management's  judgement,  potential  credit  weaknesses.

The  provision  for loan losses was $74,000 for the period ending March 31, 2000
compared  to $89,000 for the same period in 1999.  The decrease in the provision
was  a  result  of a smaller increase in total loans outstanding between the two
quarters.  Management deemed the allowance for loan losses adequate at March 31,
2000.

Noninterest  Income.  Noninterest  income  increased  from  $1.2 million for the
three  months  ended March 31, 1999 to $1.3 million for the same period in 2000.
In  the  mortgage  banking  segment  net  gain  on  sale of loans decreased from
$441,000  for  the  three  months  ended  March 31,1999 to $314,000 for the same
period in 2000.  This decrease was a result of fewer loan sells during the three
months ended March 31, 2000 compared to the same period in 1999.  Loan servicing
fees  also  declined  from $71,000 for the three months ended March 31, 1999, to
$64,000  primarily as a result of increased amortization of originated servicing
rights.  In  the  banking  segment  deposit  fees  and  other  operating incomes
increased  from  $501,000 for the three months ended March 31, 1999, to $699,000
for the same period in 2000.  This increase was primarily as result of growth in
the  number  of transaction accounts.  In the trust segment trust fees increased
from  $205,000  for  the  months  ended March 31, 1999, to $267,000 for the same
period  in  2000  as  a  result  of  increased  fees and more trust assets under
management.

Noninterest  Expense.  Noninterest  expense was $3.7 million for the three-month
period  ended  March  31,  2000  compared to $3.5 million for the same period in
1999.  Compensation  and other employee benefits increased from $2.1 million for
the  three-month period ended March 31, 1999 to $2.3 million for the same period
in  2000.  This increase was primarily a result of the MRP stock incentive plan,
which  was approved at the annual meeting in April 1999.  The increases in other
categories of operating expenses generally are attributable to the growth of the
Company.  The Company anticipates that other operating expenses will continue to
increase  in  subsequent  periods  as a result of increased cost associated with
operating  a  public  company.

Income  taxes.  The  provision for income taxes was $627,000 for the period
ended March 31, 2000 compared to     $863,000 for the same period in 1999.  This
decrease  was  primarily  a  result  of  lower  income  before  taxes.

Liquidity  and  Capital  Resources

The Company's primary sources of funds are customer deposits, proceeds from loan
principal  and interest payments, and the sale of loans, maturing securities and
FHLB  of  Cincinnati  advances.  While  maturities and scheduled amortization of
loans  are a predictable source of funds, deposit flows and mortgage prepayments
are influenced greatly by general interest rates, other economic conditions, and
competition.  Regulations  of  the  Office  of  Thrift  Supervision ("OTS"), the

                                        9
<PAGE>


Bank's  primary  regulator,  require  the  Bank to maintain an adequate level of
liquidity  to  ensure  the  availability  of  sufficient  funds  to  fund  loans
originations,  deposit  withdrawals  and to satisfy other financial commitments.
Currently,  the  OTS  regulatory liquidity for the Bank is the maintenance of an
average  daily balance of liquid assets (cash and eligible investments) equal to
at  least  4%  of  the  daily  balance of net withdrawal deposits and short-term
borrowings.  This  liquidity  requirement  is  subject  to periodic change.  The
Company  and  the  Bank  generally  maintain  sufficient  cash  and  short-term
investments  to  meet  short-term  liquidity needs.  At March 31, 2000, cash and
cash equivalents totaled $40.8 million or 11.2% of total assets, and investments
available  -for  -sale  of  $23.8  million.  At  March  31,  2000, the Bank also
maintained,  but did not draw upon, a line of credit with the FHLB of Cincinnati
in  the  amount  of  $10.0  million.

As  of  March  31,  2000,  The  Bank's  regulatory  capital was in excess of all
applicable regulatory requirements.  At March 31, 2000, under regulations of the
OTS, the Bank's actual tangible, core and risk-based capital ratios were 10.88%,
10.88%  and  12.58%,  respectively,  compared  to requirements of 1.5%, 3.0% and
8.0%,  respectively.

At March 31, 2000, the Bank had loan commitments of approximately $45.5 million.
In  addition,  at March 31, 2000, the unused portion of lines of credit extended
by  the  Bank  was  approximately  $8.4  million  consumer  and  $31.5  million
commercial.  Standby  letters of credit and financial guarantees are conditional
commitments  issued  by the Bank to guarantee the performance of a customer to a
third  party.  Those  guarantees  are  primarily  issued  to  support public and
private  borrowing arrangements, including commercial paper, bond financing, and
similar transactions.  Most guarantees extend from one to two years.  The credit
risk  involved  in  issuing  letters  of  credit is essentially the same as that
involved in extending loan facilities to customers.  At March 31, 2000, the Bank
had  $7.6  million  of  letters  of  credit  outstanding.

Impact  of  Inflation  and  Changing  Prices

The  consolidated  financial  statements  of  the  Company  and  notes  thereto,
presented  elsewhere  herein,  have been prepared in accordance with GAAP, which
require the measurement of financial condition and operating results in terms of
historical  dollars  without considering the change in relative purchasing power
of  money  over  time due to inflation.  The impact of inflation is reflected in
the  increased  cost  of  the  Company's  operations.  Unlike  most  industrial
companies,  nearly  all the assets and liabilities of the Company are financial.
As  a  result, interest rates have a greater impact on the Company's performance
than  do  the  effects  of  general  levels of inflation.  Interest rates do not
necessarily  move  in  the same direction or to the same extent as the prices of
goods  and  services.

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk

The  Company's  interest  rate  sensitivity  is  monitored by management through
selected  interest rate risk measures produced internally and by the OTS.  Based
on  internal reviews, management does not believe that there has been a material
change  in  the  Company's  interest rate sensitivity from December 31, 1999, to
March  31, 2000.  However, the OTS results are not yet available for the quarter
ended  March  31,  2000.  All  methods used to measure interest rate sensitivity
involve  the use of assumptions.  Management cannot predict what assumptions are

                                       10
<PAGE>


made  by  the OTS, which can vary from management's assumptions.  Therefore, the
results  of  the  OTS  calculations  can  differ  from  management's  internal
calculations.  The  Company's  interest  rate  sensitivity should be reviewed in
conjunction  with  the  financial  statement  and notes thereto contained in the
Company's  Annual  Report  for  the  fiscal  year  ended  December  31,  1999.

The following table presents the Company's interest sensitivity gap at March 31,
2000.


<TABLE>
<CAPTION>



                                                  After      After
                                        Six        One       Three
                           Within     Months       to         to         Over
                             Six      to One      Three      Five        Ten
                           Months      Year       Years      Years      Years       Total
                          ---------  ---------  ---------  ---------  ----------  ---------
<S>                       <C>        <C>        <C>        <C>        <C>         <C>
Interest-earning assets:
  Loans receivable, net.  $ 61,187   $ 40,065   $ 57,350   $ 61,293   $  60,478   $280,373
  Mortgage-backed
      securities . . . .        10         10         43         49         524        636
   FHLB Stock. . . . . .     1,911          -          -          -           -      1,911
   Investment securities     3,954     11,851      8,038          -           -     23,843
   Federal funds sold
    overnight and other
    interest-bearing
    deposits . . . . . .    25,482          -          -          -           -     25,482
                          ---------  ---------  ---------  ---------  ----------  ---------

  Total rate sensitive
    assets . . . . . . .  $ 92,544   $ 51,926   $ 65,431   $ 61,342   $  61,002   $332,245
                          =========  =========  =========  =========  ==========  =========

Interest-bearing
  liabilities:

Deposits:
  NOW accounts . . . . .  $  4,719   $  4,719   $ 18,874   $ 18,874           -   $ 47,186
  Passbook savings
   accounts. . . . . . .     1,406      1,406      5,623      5,623           -     14,058
  Money market
   deposit accounts. . .     6,716      6,716     26,864     26,864           -     67,160
   Certificates of
     deposit . . . . . .    93,652     33,565     20,981      4,709          99    153,006
                          ---------  ---------  ---------  ---------  ----------  ---------
Borrowings . . . . . . .     1,615          -          -          -           -      1,615
                          ---------  ---------  ---------  ---------  ----------  ---------
  Total rate sensitive
   liabilities . . . . .  $108,108   $ 46,406   $ 72,342   $ 56,070   $      99   $283,025
                          =========  =========  =========  =========  ==========  =========

Excess (deficiency) of
  interest sensitive
  assets over interest
  sensitive liabilities.  $(15,564)  $  5,520   $ (6,911)  $  5,272   $  60,903   $ 49,220
Cumulative excess
  (deficiency) of
  interest sensitive
   assets. . . . . . . .  $(15,564)  $(10,044)  $(16,955)  $(11,683)  $  49,220   $ 49,220
Cumulative ratio of
  interest-earning
  assets to interest
  -bearing liabilities .     85.60%     93.50%     92.53%     95.87%     117.39%    117.39%
Interest sensitivity gap
   to total assets . . .     -4.68%      1.66%     -2.08%      1.59%      18.33%     14.81%
Ratio of interest-
   earning assets to
  interest -bearing
  liabilities. . . . . .     85.60%    111.90%     90.45%    109.40%   61618.18%    117.39%
Ratio of cumulative
  gap to total assets. .     -4.68%     -3.02%     -5.10%     -3.52%      14.81%     14.81%
</TABLE>


                                       11
<PAGE>

Part  II.  Other  Information

Item  1.  Legal  Proceedings

               Not  applicable

Item  2.  Changes  in  Securities  and  use  of  Proceeds

              Not  applicable

Item  3.  Defaults  Upon  Senior  Securities

               Not  applicable

Item  4    Submission  of  Matters  to  a  Vote  of  Security  Holders

              Not  applicable

Item  5.  Other  Information

              None

Item  6.  Exhibits,  Financial  Statement  Schedules,  and  Reports  on Form 8-K

 (a)  Exhibits

       3.1     Charter  of  the  Registrant*
       3.2     Bylaws  of  the  Registrant*
      10.1     Employment  Agreement  with  Ed  C  Loughry,  Jr.**
      10.2     Employment  Agreement  with  Ronald  F  Knight**
      10.3     Severance  Agreement  with  Hillard  C.  Gardner**
      10.4     Severance  Agreement  with  Ira  B.  Lewis**
      10.5     Severance  Agreement  with  R  Dale  Floyd**
      10.6     Severance  Agreement  with  M.  Glenn  Layne**
      10.7     Severance  Agreement  with  Joy  B  Jobe**
      10.8     Severance  Agreement  with  William  S  Jones**
      10.9     Severance  Agreement  with  David  W  Hopper**
      10.10    Cavalry  Banking  Key  Personnel  Severance  Compensation Plan**
      10.11    Cavalry  Banking  Employee  Stock  Ownership  Plan**
      10.12    Management  Recognition  Plan  with William H. Huddleston II ***
      10.13    Management  Recognition  Plan  with  Gary  Brown ***
      10.14    Management  Recognition  Plan  with  Ed  Elam ***
      10.15    Management  Recognition  Plan  with  Frank E. Crosslin, Jr. ***
      10.16    Management  Recognition  Plan  with  Tim  J.  Durham ***
      10.17    Management  Recognition  Plan  with  James  C.  Cope ***
      10.18    Management  Recognition  Plan  with  Terry  G.  Haynes ***
      10.19    Management  Recognition  Plan  with  Ed  C.  Loughry,  Jr. ***
      10.20    Management  Recognition  Plan  with  Ronald  F.  Knight ***
      10.21    Management  Recognition  Plan  with  William  S.  Jones ***
      10.22    Management  Recognition  Plan  with  Hillard  C.  Gardner ***
      10.23    Management  Recognition  Plan  with  R.  Dale  Floyd ***
      10.24    Management  Recognition  Plan  with  David  W.  Hopper ***
      10.25    Management  Recognition  Plan  with  Joe  W.  Townsend ***
      10.26    Management  Recognition  Plan  with  M.  Glenn  Layne ***
      10.27    Management  Recognition  Plan  with  Joy  B.  Jobe ***
      10.28    Management  Recognition  Plan  with  Ira  B.  Lewis,  Jr. ***
      10.29    Management  Recognition  Plan  with  Elizabeth  L.  Green ***
      10.30    Management  Recognition  Plan  with  James O. Sweeney, III ***
      13       Annual  Report  to  Stockholders ****
      21       Subsidiaries  of  the  Registrant ****
      27       Financial  Data  Schedule

*    Incorporated  herein  by  reference  to  the  Registrant's  Registration
     Statement  on  Form  S-1,  as  amended  (333-40057).
**   Incorporated  herein  by  reference  to the Registrant's Annual Report on
     Form 10-K for the year ended December 31, 1997, as filed with the
     Securities and Exchange Commission  on  March  30,  1998.
***  Incorporated  herein  by  reference  to  the Registrant's Annual Meeting
     Proxy Statement dated March 15, 1999, as filed with the Securities and
     Exchange Commission  on  March  15,  1999.
**** Incorporated  herein  by reference to the Registrant's Annual Report on
     Form 10-K for the year ended December 31, 1999, as filed with the
     Securities and Exchange Commission on March 27, 2000.

 (b)  Reports  on  Form  8-K

      No  Reports on Form 8-K were filed during the quarter ended March
      31,  2000.

                                       12
<PAGE>

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


                                                CAVALRY  BANCORP,  INC.

Date:  May  5,  2000                            By:  /s/  Ed  C.  Loughry,  Jr.
                                                     --------------------------
                                                     Ed  C.  Loughry,  Jr.
                                                     Chairman of the Board
                                                     of Directors
                                                     Chief Executive Officer


Date:  May  5,  2000                            By:  /s/  Hillard  C.  Gardner
                                                     -------------------------
                                                     Hillard  C.  Gardner
                                                     Senior Vice President and
                                                     Chief Financial  Officer
                                                     (Principal Financial and
                                                     Accounting  Officer)

                                       13
<PAGE>