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 September 30, 2001 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                  (I.R.S.  Employer
     of 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:  7,089,801  as  of  November  9,  2001.

<PAGE>


                              CAVALRY BANCORP, INC.

                                Table of Contents
Part I   Financial Information                                             Page

Item 1.  Financial Statements

         Consolidated Balance Sheets at September 30, 2001 (unaudited)
         and  December  31,  2000                                             1

         Consolidated Statements of Income (unaudited) for the Three
         and Nine Months Ended September 30, 2001 and 2000                    2

         Consolidated Statements of Comprehensive Income (unaudited) for
         the Three and Nine Months Ended September 30, 2001 and 2000          3

         Consolidated Statements of Cash Flows (unaudited) for the
         Nine Months Ended September 30, 2001 and 2000                        4

         Notes to Consolidated Financial Statements (unaudited)             5-7

Item 2.  Management's  Discussion  and  Analysis  of  Financial
         Condition  and  Results  of  Operations                           7-12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          12

Part II  Other  Information                                                  13

Signatures                                                                   14

<PAGE>

Part  I.     Financial  Information

ITEM  1.                 FINANCIAL  STATEMENTS

                              CAVALRY BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS
              SEPTEMBER 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            September 30,  December 31,
                              ASSETS                                               2001       2000
                              ------                                            ---------   --------
                                                                              (Unaudited)
<S>                                                                              <C>        <C>
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 18,604   $ 18,025
Interest-bearing deposits with other financial institutions . . . . . . . . . .    30,405     27,000
                                                                                 ---------  ---------
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .    49,009     45,025
Investment securities available-for-sale at fair value (amortized cost: . . . .    59,739     32,247
 $59,115 and $32,096 at September 30, 2001 and December 31, 2000, respectively)
Mortgage-backed securities held to maturity - at amortized cost (fair value:. .       553        594
  $549 and $589 at September 30, 2001 and December 31, 2000, respectively)
Loans held for sale, at estimated fair value. . . . . . . . . . . . . . . . . .     8,542      4,183
Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   278,010    279,478
Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . .     2,765      2,559
Office properties and equipment, net. . . . . . . . . . . . . . . . . . . . . .    15,742     15,255
Federal Home Loan Bank of Cincinnati stock - at cost. . . . . . . . . . . . . .     2,130      2,020
Real estate and other assets acquired in settlement of loans. . . . . . . . . .       169         86
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,172      2,838
                                                                                 ---------  ---------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $418,831   $384,285
                                                                                 =========  =========

                                  LIABILITIES AND EQUITY
-------------------------------------------------------------------------------
Liabilities:
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $367,749   $336,534
Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,012      1,578
Accounts payable and other liabilities. . . . . . . . . . . . . . . . . . . . .     2,314      2,202
                                                                                 ---------  ---------
               Total liabilities. . . . . . . . . . . . . . . . . . . . . . . .   371,075    340,314
                                                                                 ---------  ---------
Equity:
Preferred stock, no par value
  Authorized- 250,000 shares; none issued or outstanding at
     September 30, 2001 and December 31, 2000 . . . . . . . . . . . . . . . . .         -          -
Common stock, no par value
  Authorized- 49,750,000 shares; issued and outstanding
     7,104,801 at September 30, 2001 and December 31, 2000. . . . . . . . . . .    11,786     11,489
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41,991     39,991
Unearned restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . .    (2,499)    (3,224)
Unallocated ESOP Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (3,908)    (4,380)
Accumulated other comprehensive income, net of tax. . . . . . . . . . . . . . .       386         95
                                                                                 ---------  ---------

Total equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47,756     43,971
                                                                                 ---------  ---------
Total liabilities and equity. . . . . . . . . . . . . . . . . . . . . . . . . .  $418,831   $384,285
                                                                                 =========  =========
</TABLE>



Note:  The  balance sheet at December 31, 2000 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>

                                   CAVALRY BANCORP, INC.
                             CONSOLIDATED STATEMENTS OF INCOME
                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                        (UNAUDITED)
<TABLE>
<CAPTION>
                                                     Three Months Ended        Nine Months Ended
                                                         September  30,         September  30,
                                                       2001       2000         2001         2000
                                                       ----       ----         ----         ----
<S>                                                <C>         <C>          <C>         <C>
Interest and dividend income:
 Loans. . . . . . . . . . . . . . . . . . . . . .  $    5,845  $    6,651   $   18,523  $   19,199
 Investment securities. . . . . . . . . . . . . .         806         446        2,038       1,142
 Deposits with other financial institutions . . .         270         431        1,025       1,345
 Mortgage-backed securities held to maturity. . .          10          10           31          31
                                                   ----------  -----------  ----------  ----------
       Total interest and dividend income . . . .       6,931       7,538       21,617      21,717
                                                   ----------  -----------  ----------  ----------
Interest expense - deposits . . . . . . . . . . .       3,168       3,248       10,263       9,311
Interest expense - borrowings . . . . . . . . . .           6          15           25         160
                                                   ----------  -----------  ----------  ----------
      Total interest expense. . . . . . . . . . .       3,174       3,263       10,288       9,471
                                                   ----------  -----------  ----------  ----------
 Net interest income. . . . . . . . . . . . . . .       3,757       4,275       11,329      12,246
 Provision for loan losses. . . . . . . . . . . .          82           -          248         141
                                                   ----------  -----------  ----------  ----------
  Net interest income after provision
     for loan losses. . . . . . . . . . . . . . .       3,675       4,275       11,081      12,105
                                                   ----------  -----------  ----------  ----------
Non-interest income:
  Servicing income. . . . . . . . . . . . . . . .          59          60          196         191
  Gain on sale of loans, net. . . . . . . . . . .         571         419        1,583       1,175
  Gain on sale of office properties and equipment           -         (16)           -           2
  Deposit servicing fees and charges. . . . . . .         922         665        2,748       1,844
  Trust service fees. . . . . . . . . . . . . . .         297         267          882         801
  Other operating income. . . . . . . . . . . . .         160          67          487         246
                                                   ----------  -----------  ----------  ----------
    Total non-interest income . . . . . . . . . .       2,009       1,462        5,896       4,259
                                                   ----------  -----------  ----------  ----------
 Non-interest expenses:
   Compensation, payroll taxes and
     fringe benefits. . . . . . . . . . . . . . .       2,441       2,457        7,272       7,063
   Occupancy expense. . . . . . . . . . . . . . .         246         174          732         523
   Supplies, communications and other
     office expenses. . . . . . . . . . . . . . .         214         192          674         592
   Federal insurance premiums . . . . . . . . . .          17          16           48          47
   Advertising expense. . . . . . . . . . . . . .          61          52          266         204
   Equipment and service bureau expense . . . . .         607         512        1,780       1,536
   Other operating expenses . . . . . . . . . . .         369         350        1,145       1,078
                                                   ----------  -----------  ----------  ----------
      Total non-interest expenses . . . . . . . .       3,955       3,753       11,917      11,043
                                                   ----------  -----------  ----------  ----------
  Earnings before income tax expense. . . . . . .       1,729       1,984        5,060       5,321
  Income tax expense. . . . . . . . . . . . . . .         709         815        2,130       2,213
                                                   ----------  -----------  ----------  ----------
     Net income . . . . . . . . . . . . . . . . .  $    1,020  $    1,169   $    2,930  $    3,108
                                                   ==========  ===========  ==========  ==========

Basic and diluted earnings per share. . . . . . .  $     0.16  $     0.18   $     0.45  $     0.49
                                                   ==========  ===========  ==========  ==========

Weighted average shares outstanding-Basic . . . .   6,493,217   6,397,364    6,469,163   6,353,054
                                                   ==========  ===========  ==========  ==========

Weighted average shares outstanding-Diluted . . .   6,529,616   6,397,364    6,539,280   6,353,054
                                                   ==========  ===========  ==========  ==========
</TABLE>

Dividends  declared $0.05 per share payable October 12, 2001 for shareholders of
record  date  September  30,  2001.


See  accompanying  notes  to  consolidated  financial  statements.

                                        2
<PAGE>


                              CAVALRY BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                     Three Months Ended   Nine Months Ended
                                        September  30,     September  30,
                                         2001     2000     2001     2000
                                         ----     ----     ----     ----
<S>                                     <C>     <C>        <C>     <C>
Net income . . . . . . . . . . . . . .  $1,020  $1,169     $2,930  $3,108
Other comprehensive income, net of tax
Unrealized gains on securities
 available for sale. . . . . . . . . .     180      41        291      13
                                        ------  ------     ------  ------

Comprehensive income . . . . . . . . .  $1,200  $1,210     $3,221  $3,121
                                        ======  ======     ======  ======
</TABLE>



See  accompanying  notes  to  consolidated  financial  statements.

                                        3
<PAGE>
                              CAVALRY BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                      <C>        <C>
                                                             2001       2000
                                                         ---------  ---------
Operating activities:
          Net cash provided by operating activities . .  $  1,491   $  1,224
                                                         ---------  ---------
Investing activities:
   Decrease (increase) in loans receivable, net . . . .       673     (6,468)
   Principal payments on mortgage
        backed securities held to maturity. . . . . . .        40         36
Proceeds from sales of office properties and equipment.         -        272
  Purchase of investment securities
     available for sale . . . . . . . . . . . . . . . .   (62,639)   (28,901)
  Proceeds from maturities of investment securities . .    35,630      9,000
   Purchase of office properties and equipment. . . . .    (1,346)    (6,215)
                                                         ---------  ---------
          Net cash used in investing activities . . . .   (27,642)   (32,276)
                                                         ---------  ---------

Financing activities:
  Net increase in deposits. . . . . . . . . . . . . . .    31,215     19,489
  Dividends paid. . . . . . . . . . . . . . . . . . . .      (930)    (1,065)
  Net decrease in borrowings. . . . . . . . . . . . . .      (566)   (43,408)
Payments by borrowers for
  property taxes and insurance. . . . . . . . . . . . .       416        549
                                                         ---------  ---------
         Net cash provided by (used in)
          financing activities. . . . . . . . . . . . .    30,135    (24,435)
                                                         ---------  ---------
Decrease in cash and cash equivalents . . . . . . . . .     3,984    (55,487)
Cash and equivalents, beginning of period . . . . . . .    45,025     94,422
                                                         ---------  ---------

 Cash and cash equivalents, end of period . . . . . . .  $ 49,009   $ 38,935
                                                         =========  =========

SUPPLEMENT DISCLOSURES OF CASH
   FLOW INFORMATION:
Payments during the period for:
Interest. . . . . . . . . . . . . . . . . . . . . . . .  $ 10,380   $  9,193
                                                         =========  =========
Income taxes. . . . . . . . . . . . . . . . . . . . . .  $  2,205   $  2,831
                                                         =========  =========

SUPPLEMENTAL DISCLOSURES OF NONCASH
  INVESTING AND FINANCING ACTIVITIES:

 Interest credited to deposits. . . . . . . . . . . . .  $  3,708   $  3,381
                                                         =========  =========
 Increase in deferred tax asset (liability) related
   to unrealized gain (loss) on investments . . . . . .  $   (181)  $     (7)
                                                         =========  =========
Net unrealized gain (losses) on investment
    securities available for sale . . . . . . . . . . .  $    472   $     20
                                                         =========  =========
Dividends declared and payable. . . . . . . . . . . . .  $    355   $    355
                                                         =========  =========
</TABLE>



See  accompanying  notes  to  consolidated  financial  statements.

                                        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 Bank has a wholly owned subsidiary Cavalry Enterprises, Inc.
which  provides  investment  services  for  customers.

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 and nine months ended September 30,
2001,  are not necessarily indicative of the results to be expected for the year
ending  December  31,  2001.  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,  2000.

2.     Earnings  Per  Share

The  following  schedule reconciles the numerators and denominators of the basic
and  diluted  earnings  per  share  ("EPS")  computations for the three and nine
months  ended September 30, 2001 and 2000.  Diluted common shares arise from the
potentially  dilutive  effect  of  the  Company's  stock  options  outstanding.

<TABLE>
<CAPTION>
                                      Three  Months  Ended     Nine  Months  Ended
                                          September  30,          September  30,
                                         2001        2000        2001        2000
                                     ----------  ----------  ----------  ----------
<S>                                  <C>         <C>         <C>         <C>
Basic EPS:
Net income. . . . . . . . . . . . .  $1,020,000  $1,169,000  $2,930,000  $3,108,000
Average common shares outstanding .   6,493,217   6,397,364   6,469,163   6,353,054
                                     ----------  ----------  ----------  ----------

Earnings per share. . . . . . . . .  $     0.16  $     0.18  $     0.45  $     0.49
                                     ==========  ==========  ==========  ==========

Diluted EPS:
Net income. . . . . . . . . . . . .  $1,020,000  $1,169,000  $2,930,000  $3,108,000
                                     ----------  ----------  ----------  ----------

Average common shares outstanding .   6,493,217   6,397,364   6,469,163   6,353,054

Dilutive effect of stock options. .      36,399           -      70,117           -
                                     ----------  ----------  ----------  ----------

Average dilutive shares outstanding   6,529,616   6,397,364   6,539,280   6,353,054
                                     ----------  ----------  ----------  ----------

Earnings per share. . . . . . . . .  $     0.16  $     0.18  $     0.45  $     0.49
                                     ==========  ==========  ==========  ==========
</TABLE>

3.     Business  Segments

The  Company and its subsidiaries provide community oriented banking services to
individuals  and  businesses primarily within Rutherford and Bedford 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.
The  majority  of  loans  originated for sale are sold with the servicing rights
attached.  One  unrelated  entity  purchased approximately 50% of mortgage loans
sold  in  2000  and  2001.

                                        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  2000  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>
<S>                                  <C>         <C>        <C>     <C>
                                                Mortgage
For the quarter ended . . . . . . .  Banking     Banking    Trust   Consolidated
September 30, 2001
Interest revenue. . . . . . . . . .  $   6,931   $      -   $    -  $       6,931
Other income-external customers . .      1,082         59      297          1,438
Interest expense. . . . . . . . . .      3,174          -        -          3,174
Depreciation and amortization . . .        246         42       10            298
Other significant items:
    Provision for loan losses . . .         82          -        -             82
    Gain (loss) on sales of assets.          -        571        -            571
Segment profit. . . . . . . . . . .      1,628          -      101          1,729
Segment assets. . . . . . . . . . .    409,768      8,710      353        418,831

                                                Mortgage
For the quarter ended . . . . . . .  Banking     Banking    Trust   Consolidated
September 30, 2000
Interest revenue. . . . . . . . . .  $   7,538   $      -   $    -  $       7,538
Other income-external customers . .        732         60      267          1,059
Interest expense. . . . . . . . . .      3,263          -        -          3,263
Depreciation and amortization . . .        161         31        8            200
Other significant items:
   Provision for loan losses. . . .          -          -        -              -
   Gain (loss) on sales of assets .        (16)       419        -            403
Segment profit. . . . . . . . . . .      1,920          -       64          1,984
Segment assets. . . . . . . . . . .    367,330      7,162      443        374,935

                                                Mortgage
For the nine months ended . . . . .  Banking     Banking    Trust   Consolidated
September 30, 2001
Interest revenue. . . . . . . . . .  $  21,617   $      -   $    -  $      21,617
Other income-external customers . .      3,235        196      882          4,313
Interest expense. . . . . . . . . .     10,288          -        -         10,288
Depreciation and amortization . . .        706        125       27            858
Other significant items:
    Provision for loan losses . . .        248          -        -            248
    Gain (loss) on sales of assets.          -      1,583        -          1,583
Segment profit and (losses) . . . .      4,813         (5)     252          5,060
Segment assets. . . . . . . . . . .    409,768      8,710      353        418,831

                                                Mortgage
For the nine months ended . . . . .  Banking     Banking    Trust   Consolidated
September 30, 2000
Interest revenue. . . . . . . . . .  $  21,717   $      -   $    -  $      21,717
Other income-external customers . .      2,090        191      801          3,082
Interest expense. . . . . . . . . .      9,471          -        -          9,471
Depreciation and amortization . . .        493         93       24            610
Other significant items:
   Provision for loan losses. . . .        141          -        -            141
   Gain on sales of assets. . . . .          2      1,175        -          1,177
Segment profit and (losses) . . . .      5,126         (5)     200          5,321
Segment assets. . . . . . . . . . .    367,330      7,162      443        374,935
</TABLE>

                                        6
<PAGE>

4.     Recently  Issued  Accounting  Pronouncements

In  June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities.  SFAS No. 133
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative instruments embedded  in  other contracts and for
hedging  activities.  The  effective  date of this Statement was deferred by the
issuance  of  SFAS  No.  137,  Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133.  SFAS No.
133  was  amended by SFAS No. 138, Accounting for Certain Derivative Instruments
and  Certain Hedging Activities.  This Statement became effective for the fiscal
year  ending  December  31,  2001,  and  will  not  be  applied retroactively to
financial  statements of prior periods.  Upon adoption of provisions of SFAS No.
133,  the Company did not have derivative instruments and there was no impact on
the  financial  statements  of  the  Company.

In  September  2000,  the FASB issued SFAS No. 140, Accounting for Transfers and
Servicing  of  Financial Assets and Extinguishments of Liabilities, and replaced
SFAS  No.  125  of  the  same  title.  This  statement revises the standards for
accounting  for  securitizations  and  other  transfers  of financial assets and
collateral and requires certain disclosures , but carries most of SFAS No. 125's
provisions without reconsideration.  This Statement is effective for recognition
and  reclassification  of  collateral and for fiscal years ending after December
15,  2001.  Upon  adoption  of provisions of SFAS No. 140, there was no material
impact  on  the financial statements  of  the  Company.

In  July  2001,  the  FASB  issued  SFAS  No.  141,  Business Combinations.  The
Statement  discontinues  the use of the pooling of interest method of accounting
for  business  combinations.  The  Statement  is  effective  for  all  business
combinations  initiated  after  June  30,  2001.  Management  has  completed  an
evaluation  of the effects of this Statement and does not believe it will have a
material  effect  on  the  Company's  consolidated  financial  statements.

In  July  2001,  the  FASB  issued  SFAS  No. 142, Goodwill and Other Intangible
Assets.  The  Statement  will require discontinuing the amortization of goodwill
and other intangible assets with indefinite useful lives.  Instead, these assets
will be tested periodically for impairment and written down to their fair market
value  as  necessary.  This  Statement  is  effective for fiscal years beginning
after  December 15, 2001, however, early adoption is permitted for entities with
fiscal  years  beginning  after  March 15, 2001, provided that the first interim
financial  statements have not previously been issued.  Upon the adoption of the
provisions of SFAS No. 142, management believes there will be no material impact
on  the  financial  statements  of  the  Company.


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.

                                        7
<PAGE>

Comparison  of  Financial  Condition at September 30, 2001 and December 31, 2000

Total  assets  were  $418.8  million  at  September 30, 2001, compared to $384.3
million  at December 31, 2000, an increase of $34.5 million or 8.98%.  Increased
deposits  and  equity funded this increase in assets.  Cash and cash equivalents
increased from $45.0 million at December 31, 2000, to $49.0 million at September
30,  2001.  Investments  available  for  sale  increased  from  $32.2 million at
December  31,  2000,  to  $59.7  million  at  September  30, 2001 as a result of
investing  excess  liquidity.  Loans  receivable net decreased $1.5 million from
$279.5  million  at  December 31, 2000, to $278.0 million at September 30, 2001.
The Bank is actively involved in lending in the local market, but demand has not
kept  up with the payments on portfolio loans.  The mortgage banking segment saw
an  increase  in  loans  held for sale from $4.2 million at December 31, 2000 to
$8.5 million at September 30, 2001 as a result of volume.  Office properties and
equipment  increased from $15.3 million at December 31, 2000 to $15.7 million at
September  30,  2001.

Deposit  accounts  increased  $31.2  million from $336.5 million at December 31,
2000,  to  $367.7  million  at  September  30,  2001.  Certificates  of  deposit
decreased  $8.0  from  $162.5 million at December 31, 2000, to $154.5 million at
September  30,  2001.  Savings deposits increased $800,000 from $13.2 million at
December  31,  2000,  to  $14.0  million  at  September  30, 2001.  Money market
accounts  increased  $23.1  million  from $69.8 million at December 31, 2000, to
$92.9  million at September 30, 2001.  NOW accounts increased from $52.3 million
at  December  31,  2000,  to  $57.2  million  at  September  30,  2001.  Non
interest-bearing accounts increased $10.6 million from $38.6 million at December
31,  2000,  to  $49.2  million  at  September  30,  2001.  These  increases were
primarily  a result of an ongoing effort to raise the deposit base for the Bank.
The  Bank  continues  to  emphasize  increasing  transaction accounts to improve
earnings.

Equity  increased  by  $3.8  million from $44.0 million at December 31, 2000, to
$47.8  million  at September 30, 2001, as a result of net income of $2.9 million
for the nine months ended September 30, 2001, release of ESOP shares of $769,000
and  release  of  Management  Recognition  Plan  (MRP) shares of $725,000 and an
unrealized  gain  on  available  for  sale  securities of $291,000 net of taxes.
These  increases were offset by dividends declared of $930,000.  The Company has
announced  a  stock  buy  back  of  approximately ten percent of the 7.1 million
shares  outstanding.

Non-performing  assets  were  $209,000  at  December  31,  2000, and $492,000 at
September  30,  2001.

Comparison  of  Operating  Results for the Three Months Ended September 30, 2001
and  September  30,  2000.

Net  Income.  Net  income  was $1.0 million or $0.16 per basic and diluted share
for the three months ended September 30, 2001, compared to $1.2 million or $0.18
per basic and diluted share for the three months ended September 30, 2000.  This
decrease was primarily a result of lower interest income, a larger provision for
loan  losses,  and  higher  non-interest expenses.  These factors were partially
offset  by  lower  interest expense and higher non-interest income.  The Company
expects  to  see downward pressure on earnings as a result of interest rate cuts
and  additional anticipated rate cuts by the Federal Reserve Board.  As a result
of  these  Federal Reserve rate cuts, banks have cut the prime rate in a similar
manner.  The  majority of the Bank's construction loan portfolio is tied to this
prime  rate  and  adjusts  immediately  with  changes  in the prime rate.  These
declines  have  a  short-term  negative  impact  on  interest  income.

Net  Interest  Income.  Net  interest  income declined from $4.3 million for the
three  months  ended  September  30,  2000, to $3.8 million for the three months
ended  September  30,  2001.  This  decline is primarily a result of cuts by the
Federal  Reserve Bank in the federal funds and discount rates.  These cuts along
with  similar  cuts  in the prime lending rate also contributed to this decline.
Since  the  Bank  has  more  assets  than  liabilities subject to reprice in the
one-year  time  horizon,  declining  rates put downward pressure on net interest
margins.  The  Bank  continues  to  try  to  lower  rates  on  liabilities while
continuing  to  attempt  to  maintain  deposits  at  an  adequate  level.

                                        8
<PAGE>

Interest  income declined from $7.5 million for the three months ended September
30,  2000  to  $6.9  million  for  the  three  months  ended September 30, 2001.
Interest  on  loans  decreased  from  $6.7  million  for  the three months ended
September  30, 2000, to $5.8 million for the same period in 2001.  Average loans
outstanding  decreased  from $281.1 million for the three months ended September
30,  2000,  to  $279.4  million  for the same period in 2001.  The average yield
decreased from 9.41% for the three months ended September 30, 2000, to 8.30% for
the  same period in 2001 as a result of declining interest rates.  Income on all
other  investments  consisting  of mortgage backed securities, investments, FHLB
stock,  bank  deposits  and  federal funds increased from $887,000 for the three
months  ended  September  30, 2000, to $1.1 million for the same period in 2001.
Average  investments  increased  from  $52.3  million for the three months ended
September  30,  2000, to $92.7 million for the same period in 2001.  The average
yield  decreased  from  6.73%  for the three months ended September 30, 2000, to
4.65%  for  the  same  period  in  2001.

Interest  expense  decreased  from  $3.3  million  for  the  three  months ended
September  30,  2000,  to  $3.2  million  for  the same period in 2001.  Average
interest-bearing  deposits  increased  from  $282.4 million for the three months
ended  September  30, 2000, to $316.1 million for the same period in 2001.  This
increase was a result of continuing efforts to increase market share of deposits
with  an  emphasis on checking accounts.  The average cost of deposits decreased
from  4.57% for the three months ended September 30, 2000, to 3.98% for the same
period  in  2001.  This  decrease was primarily a result of decreases in overall
interest  rates.  Average  certificates of deposit increased from $154.9 million
for  the  three months ended September 30, 2000, to $158.4 million for the three
months  ended  September 30, 2001.  The average cost of certificates of deposits
decreased from 5.76% for the three months ended September 30, 2000, to 5.54% for
the  three  months ended September 30, 2001.   Average borrowings decreased from
$1.6  million  at  an average cost of 3.74% for the three months ended September
30, 2000, to $1.0 million at an average cost of 2.34% for the three months ended
September  30, 2001.  The total cost of funds decreased from 4.57% for the three
months  ended  September 30, 2000, to 3.97% for the three months ended September
30,  2001.  Average  interest-bearing  liabilities increased from $284.0 million
for  the  three  months ended September 30, 2000, to $317.2 million for the same
period  in 2001.  Interest rate spread decreased from 4.43% for the three months
ended  September  30,  2000, to 3.42% for the same period in 2001.  Net interest
margin  decreased  from  5.10% for the three months ended September 30, 2000, to
4.01%  for  the  same  period  in  2001.

Provision for Loan Losses.  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  judgment,  potential  credit  weaknesses.

The  provision  for loan losses increased from no provision for the three months
ended  September  30,  2000, to $82,000 for the three months ended September 30,
2001.  Management deemed the allowance for loan losses adequate at September 30,
2001.

Non-interest  Income.  Non-interest  income  increased from $1.5 million for the
three  months  ended  September 30, 2000, to $2.0 million for the same period in
2001.  In the mortgage banking segment, net gain on sale of loans increased from
$419,000 for the three months ended September 30, 2000, to $571,000 for the same
period  in  2001.  The  higher  gain in 2001 was a result of increased volume of
loan  sales  due  in  part  to  favorable interest rates and some refinancing of
mortgage  loans.  Loan  servicing  fees  decreased slightly from $60,000 for the
three  months  ended September 30, 2000, to $59,000 for the same period in 2001.
In  the banking segment, deposit fees and other operating incomes increased from
$732,000  for the three months ended September 30, 2000, to $1.1 million for the
same  period  in  2001.  This  increase  was a result of growth in the number of
transaction  accounts  and  increased  charges.  The  Bank  also  implemented an
overdraft  privilege  program  coupled with a new free checking account program.
These  factors also helped to increase deposit and overdraft fees.  In the trust
segment, trust fees increased from $267,000 for the three months ended September
30, 2000, to $297,000 for the same period in 2001 as a result of increased trust
charges  offset  by  a  decline  in  assets  under  management.

Non-interest  Expense.  Non-interest expense increased from $3.8 million for the
three  months  ended  September 30, 2000, to $4.0 million for the same period in
2001.  Compensation  and other employee benefits decreased from $2.5 million for
the  three months ended September 30, 2000, to $2.4 million for the three months
ended  September  30,  2001.  The  increase in occupancy expense was primarily a
result  of  the opening of the new operations building and increases in the cost
of  utilities.  The  increases in other expenses were primarily due to increased
loan  and  deposit  activity.

Income  taxes.  The provision for income taxes was $709,000 for the three months
ended  September  30,  2001,  compared  to $815,000 for the same period in 2000.
This  decrease  was  primarily  a  result  of  lower  income  before  taxes.

                                        9
<PAGE>

Comparison of Operating Results for the Nine Months Ended September 30, 2001 and
September  30,  2000.

Net  Income.  Net  income  was $2.9 million or $0.45 per basic and diluted share
for  the nine months ended September 30, 2001, compared to $3.1 million or $0.49
per  basic and diluted share for the nine months ended September 30, 2000.  This
decrease  was  primarily  a  result  of  higher interest expense, lower interest
income,  an  increased  provision  for  loan  losses,  and  higher  non-interest
expenses.  These  factors  were  partially offset by higher non-interest income.
The Company expects to see downward pressure on earnings as a result of interest
rate  cuts  by  the Federal Reserve Board.  As a result of these Federal Reserve
rate  cuts,  banks have cut the prime rate in a similar manner.  The majority of
the  Bank's  construction  loan portfolio is tied to this prime rate and adjusts
immediately  with  changes  in the prime rate.  These declines have a short-term
negative  impact  on  interest  income.

Net  Interest  Income.  Net  interest income declined from $12.3 million for the
nine months ended September 30, 2000, to $11.3 million for the nine months ended
September  30,  2001.  This decline is primarily a result of cuts by the Federal
Reserve  Bank  in  the  federal funds and discount rates.  These cuts along with
similar  cuts  in the prime lending rate also contributed to this decline. Since
the  Bank  has  more  assets than liabilities subject to reprice in the one-year
time horizon, declining rates put downward pressure on net interest margins. The
Bank  continues to try to lower rates on liabilities while continuing to attempt
to  maintain  deposits.

Interest income decreased from $21.7 million for the nine months ended September
30,  2000,  to  $21.6  million  for  the  nine  months ended September 30, 2001.
Interest  on  loans  decreased  from  $19.2  million  for  the nine months ended
September 30, 2000, to $18.5 million for the same period in 2001.  Average loans
outstanding  increased  from  $278.7 million for the nine months ended September
30,  2000,  to  $281.8  million  for the same period in 2001.  The average yield
decreased  from 9.20% for the nine months ended September 30, 2000, to 8.79% for
the  same period in 2001 as a result of declining interest rates.  Income on all
other  investments  consisting  of mortgage backed securities, investments, FHLB
stock,  bank deposits and federal funds increased from $2.5 million for the nine
months  ended  September  30, 2000, to $3.1 million for the same period in 2001.
Average  investments  increased  from  $52.6  million  for the nine months ended
September  30,  2000, to $79.3 million for the same period in 2001.  The average
yield  decreased  from  6.39%  for  the nine months ended September 30, 2000, to
5.22%  for  the  same  period  in  2001.

Interest expense increased from $9.5 million for the nine months ended September
30,  2000,  to  $10.3  million  for  the  same  period  in  2001.  Average
interest-bearing  deposits  increased  from  $279.2  million for the nine months
ended  September  30, 2000, to $308.3 million for the same period in 2001.  This
increase  was  a  result  of  continuing  efforts  to  increase  market share of
deposits.  The  average cost of deposits remained constant at 4.45% for the nine
months  ended  September  30,  2000,  and 2001.  Average certificates of deposit
increased  from  $153.3  million for the nine months ended September 30, 2000 to
$162.7  million  for the nine months ended September 30, 2001.  The average cost
of  certificates  of  deposits  increased  from  5.68% for the nine months ended
September  30,  2000,  to  5.99%  for  the nine months ended September 30, 2001.
Average  borrowings  decreased from $4.0 million at an average cost of 5.31% for
the  nine months ended September 30, 2000, to $1.2 million at an average cost of
2.80%  for the nine months ended September 30, 2001.  The total cost of interest
bearing liabilities decreased from 4.47% for the nine months ended September 30,
2000,  to  4.44%  for  the  nine  months  ended  September  30,  2001.  Average
interest-bearing  liabilities  increased from $283.2 million for the nine months
ended  September  30,  2000,  to  $309.5  million  for  the same period in 2001.
Interest  rate  spread  decreased from 4.29% for the nine months ended September
30,  2000,  to 3.56% for the same period in 2001.  Net interest margin decreased
from  4.94%  for the nine months ended September 30, 2000, to 4.19% for the same
period  in  2001.

Provision for Loan Losses.  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  non-performing assets because classified assets include not only
non-performing  assets  but  also  performing  assets that otherwise exhibit, in
management's  judgment,  potential  credit  weaknesses.

                                       10
<PAGE>

The  provision for loan losses increased from $141,000 for the nine months ended
September  30,  2000,  to $248,000 for the nine months ended September 30, 2001.
Management  deemed the allowance for loan losses adequate at September 30, 2001.

Non-interest  Income.  Non-interest  income  increased from $4.3 million for the
nine  months  ended  September  30, 2000, to $5.9 million for the same period in
2001.  In the mortgage banking segment, net gain on sale of loans increased from
$1.2  million  for the nine months ended September 30, 2000, to $1.6 million for
the  same  period  in  2001.  The  higher gain in 2001 was a result of increased
volume  of  loan  sales  brought  on  by  declining  mortgage rates and mortgage
refinancing.  Loan  servicing fees increased slightly from $191,000 for the nine
months  ended  September  30, 2000, to $196,000 for the same period in 2001.  In
the  banking  segment,  deposit  fees and other operating incomes increased from
$2.1  million  for the nine months ended September 30, 2000, to $3.2 million for
the  same period in 2001.  This increase was a result of growth in the number of
transaction  accounts  and  increased  charges.  The  Bank  also  implemented an
overdraft  privilege  program  coupled with a new free checking account program.
These  factors also helped to increase deposit and overdraft fees.  In the trust
segment,  trust fees increased from $801,000 for the nine months ended September
30, 2000, to $882,000 for the same period in 2001 as a result of increased trust
charges.

Non-interest Expense.  Non-interest expense increased from $11.0 million for the
nine  months  ended  September 30, 2000, to $11.9 million for the same period in
2001.  Compensation  and other employee benefits increased from $7.1 million for
the  nine  months  ended  September 30, 2000 to $7.3 million for the nine months
ended  September 30, 2001.  This increase was a result of increased commissions,
incentives,  overtime compensation and normal salary increases.  The increase in
occupancy  expense  was  primarily a result of the opening of the new operations
building  and  increases  in  the  cost  of  utilities.  The  increases in other
expenses  were  primarily  due  to  increased  loan  and  deposit  activity.

Income  taxes.  The  provision  for  income  taxes was $2.1 million for the nine
months ended September 30, 2001, compared to $2.2 million for the same period in
2000.

Liquidity  and  Capital  Resources

The Company's primary sources of funds are customer deposits, proceeds from loan
principal  and interest payments, sale of loans, maturing securities and Federal
Home  Loan  Bank  (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 Bank's primary regulator, require the Bank to maintain
an  adequate  level  of  liquidity  to  ensure  the  availability  of sufficient
liquidity  to  fund  loan 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 September 30,
2001, cash and cash equivalents totaled $49.0 million or 11.70% of total assets,
and  investments  available-for-sale  totaled  $59.7  million.  At September 30,
2001, 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  September  30,  2001, the Bank's regulatory capital was in excess of all
applicable regulatory requirements.  At September 30, 2001, under regulations of
the  OTS,  the  Bank's  actual tangible, core and risk-based capital ratios were
10.45%,  10.45% and 13.80%, respectively, compared to requirements of 1.5%, 3.0%
and  8.0%,  respectively.

At  September  30,  2001,  the  Bank had loan commitments of approximately $30.0
million.  In  addition,  at  September  30, 2001, the unused portion of lines of
credit  extended  by  the Bank was approximately $9.5 million for consumer loans
and $27.0 million for commercial loans.  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  September  30,  2001,  the  Bank  had $5.4 million of letters of
credit  outstanding.

                                       11
<PAGE>

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 US 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.  All
methods  used  to  measure  interest  rate  sensitivity  involve  the  use  of
assumptions.  Management  cannot  predict  what assumptions are 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
statements  and  notes  thereto contained in the Company's Annual Report for the
year  ended  December  31,  2000.  The  Company is more susceptible to declining
rates.

The  following  table  presents the Company's maturity gap at September 30, 2001
(In  thousands).
<TABLE>
<CAPTION>

<S>                                                      <C>        <C>       <C>        <C>         <C>         <C>
                                                                    Six       After      After
                                                         Within     Months    One to     Three       Over
                                                         Six        To One    Three      to Five     Five
                                                         Months     Year      Years      Years       Years       Total
                                                         ---------  --------  ---------  ----------  ----------  ---------

Interest-earning assets:

   Loans receivable, net. . . . . . . . . . . . . . . .  $ 60,924   $48,731   $ 80,033   $  40,508   $  56,356   $286,552
   Mortgage-backed securities . . . . . . . . . . . . .        17        17         66          66         387        553
   FHLB Stock . . . . . . . . . . . . . . . . . . . . .     2,130         -          -           -           -      2,130
   Investment securities. . . . . . . . . . . . . . . .    34,754    18,773      5,802         410           -     59,739
   Federal funds sold overnight and other
    interest-bearing deposits . . . . . . . . . . . . .    30,405         -          -           -           -     30,405
                                                         ---------  --------  ---------  ----------  ----------  ---------

     Total rate sensitive assets. . . . . . . . . . . .  $128,230   $67,521   $ 85,901   $  40,984   $  56,743   $379,379
                                                         =========  ========  =========  ==========  ==========  =========

Interest-bearing liabilities:

Deposits:
   NOW accounts . . . . . . . . . . . . . . . . . . . .  $  5,720   $ 5,720   $ 22,879   $  22,878   $       -   $ 57,197
   Passbook savings accounts. . . . . . . . . . . . . .     1,398     1,398      5,593       5,593           -     13,982
   Money market deposit accounts. . . . . . . . . . . .     9,286     9,286     37,146      37,147           -     92,865
   Certificates of deposit. . . . . . . . . . . . . . .    82,185    41,888     27,405       3,026           4    154,508
Borrowings. . . . . . . . . . . . . . . . . . . . . . .        27        27        108         108         742      1,012
                                                         ---------  --------  ---------  ----------  ----------  ---------
     Total rate sensitive liabilities . . . . . . . . .  $ 98,616   $58,319   $ 93,131   $  68,752   $     746   $319,564
                                                         =========  ========  =========  ==========  ==========  =========

Excess (deficiency) of interest sensitive
 assets over interest sensitive liabilities . . . . . .  $ 29,614   $ 9,202    ($7,230)   ($27,768)  $  55,997   $ 59,815
Cumulative excess (deficiency) of
 interest sensitive assets. . . . . . . . . . . . . . .  $ 29,614   $38,816   $ 31,586   $   3,818   $  59,815   $ 59,815
Cumulative ratio of interest-earning assets
 to interest-bearing liabilities. . . . . . . . . . . .    130.03%   124.73%    112.63%     101.20%     118.72%    118.72%
Interest sensitivity gap to total rate sensitive assets      7.81%     2.43%    (1.91)%     (7.32)%      14.76%     15.77%
Ratio of interest-earning assets to
 interest -bearing liabilities. . . . . . . . . . . . .    130.03%   115.78%     92.24%      59.61%   7,606.30%    118.72%
Ratio of cumulative gap to total rate sensitive assets.      7.81%    10.23%      8.33%       1.01%      15.77%     15.77%

</TABLE>





                                       12
<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

     None

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,  Jr.**
          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 III***
          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****

*     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, 2000, as filed with the
      Securities and Exchange Commission on March 26, 2001.

     (b)  Reports  on  Form  8-K

     On  September  26,  2001  filed  an  8-K  under  Item  5.  Other  Events.

     Cavalry  Bancorp,  Inc.  announced  on September 26, 2001, that it plans to
implement a program to repurchase 710,480 shares or approximately 10% of its 7.1
million  outstanding  shares.

     On  August  8,  2001  filed  an  8-K  under  Item  5.  Other  Events.

     Cavalry  Bancorp,  Inc.  announced  on  August 8, 2001, that its subsidiary
Cavalry  Banking  has  entered  into  a  letter of intent to purchase, for cash,
Miller  &  Loughry  Insurance  Services,  Inc.  of Murfreesboro, Tennessee.  The
purchase,  which  is  subject  to  completion  of  due diligence, execution of a
definitive  agreement  and  regulatory approvals, is expected to be completed in
the  fourth  quarter  of  this  year.

                                       13
<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:  November  9,  2001               by:  /s/  Ed  C.Loughry,  Jr.
                                             --------------------------
                                             Ed  C.  Loughry,  Jr.
                                             Chairman  of the Board of Directors
                                             Chief  Executive  Officer


Date:  November 9, 2001                 by: /s/ Hillard C. Gardner
                                            ------------------------
                                             Hillard  C.  Gardner
                                             Senior  Vice  President  and Chief
                                             Financial  Officer
                                             (Principal  Financial  and
                                             Accounting  Officer)

                                       14
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