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, 2002 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:  6,900,079 as of November 12, 2002.

<PAGE>


                              CAVALRY BANCORP, INC.

                                Table of Contents
<TABLE>
<CAPTION>

<S>         <C>                                                                           <C>
Part I      Financial Information                                                         Page

Item 1.     Financial Statements

            Consolidated Balance Sheets at September 30, 2002 (unaudited)
            and December 31, 2001                                                             1


            Consolidated Statements of Income (unaudited) for the Three and Nine Months
            Ended September 30, 2002 and 2001                                                 2


            Consolidated Statements of Comprehensive Income (unaudited) for the
            Three and Nine Months Ended September 30, 2002 and 2001                           3


            Consolidated Statements of Cash Flows (unaudited) for the Nine Months
            Ended September 30, 2002 and 2001                                                 4


            Notes to Consolidated Financial Statements (unaudited)                          5-7


Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                                            8-11

Item 3.     Quantitative and Qualitative Disclosures About Market Risk                       12

Item 4.     Controls and Procedures                                                          13

Part II     Other Information                                                                14

Signatures                                                                                   15

Section  302  Certifications                                                              16-17
</TABLE>



<PAGE>

Part  I.     Financial  Information

ITEM  1.  FINANCIAL  STATEMENTS

                                              CAVALRY BANCORP, INC.
                                         CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2002 (UNAUDITED) AND DECEMBER 31, 2001
                                            (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
             ASSETS                                                          September 30, 2002    December 31, 2001
--------------------------------------------------------------------------  --------------------  -------------------
<S>                                                                         <C>                   <C>
                                                                                 (Unaudited)
Cash and due from banks                                                     $            19,025   $           23,596
Interest-bearing deposits with other financial institutions                                 356                  393
Federal funds sold                                                                       29,589               45,292
                                                                            --------------------  -------------------
Cash and cash equivalents                                                                48,970               69,281
Investment securities available-for-sale at fair value (amortized cost:
  $45,293 and $41,571 at September 30, 2002 and December 31, 2001,
  respectively)                                                                          45,470               41,808
Investment securities held to maturity - at amortized cost (fair value:
  $632 at  December 31, 2001)                                                                 -                  637
Federal Home Loan Bank of Cincinnati and
  Federal Reserve Bank stock - at cost                                                    3,475                2,159
Loans held for sale, at estimated fair value                                              7,824               10,423
Loans receivable, net of allowances for loan losses of $4,516 in 2002 and
  $4,470 in 2001                                                                        298,643              280,239
Accrued interest receivable                                                               1,806                2,139
Office properties and equipment, net                                                     18,026               15,554
Bank owned life insurance                                                                 7,791                7,500
Foreclosed assets, net                                                                      152                  184
Goodwill                                                                                  1,772                    -
Other assets                                                                              2,727                2,950
                                                                            --------------------  -------------------
Total assets                                                                $           436,656   $          432,874
                                                                            ====================  ===================

LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------
Liabilities:
Deposits:
     Interest-bearing                                                       $           326,637   $          332,688
      Non-interest-bearing                                                               53,302               48,302
                                                                            --------------------  -------------------
            Total deposits                                                              379,939              380,990
Advances from Federal Home Loan Bank of Cincinnati                                        2,957                  998
Accrued expenses and other liabilities                                                    4,216                2,080
                                                                            --------------------  -------------------
               Total liabilities                                                        387,112              384,068
                                                                            --------------------  -------------------
Shareholders' equity:
Preferred stock, no par value
  Authorized- 250,000 shares; none issued or outstanding at
     September 30, 2002 and December 31, 2001                                                 -                    -
Common stock, no par value
  Authorized- 49,750,000 shares; issued and outstanding
     6,900,079 and 7,079,801 at September 30, 2002
     and December 31, 2001, respectively                                                  9,644               11,683
Retained earnings                                                                        43,089               40,700
Unallocated ESOP Shares                                                                  (3,298)              (3,723)
Accumulated other comprehensive income, net of tax                                          109                  146
                                                                            --------------------  -------------------
Total shareholders' equity                                                               49,544               48,806
                                                                            --------------------  -------------------
Total liabilities and shareholders' equity                                  $           436,656   $          432,874
                                                                            ====================  ===================
<FN>

Note:  The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but
does  not  include  all  of the information and footnotes required by accounting principles generally accepted in the
United  States  of  America  for  complete  financial  statements.
</TABLE>



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,
                                                     2002                 2001                2002                 2001
                                              -------------------  ------------------  -------------------  ------------------
<S>                                           <C>                  <C>                 <C>                  <C>
Interest and dividend income:
 Loans                                        $             5,224  $            5,845  $            15,754  $           18,523
 Investment securities                                        340                 806                1,286               2,038
 Other                                                        174                 280                  503               1,056
                                              -------------------  ------------------  -------------------  ------------------
       Total interest and dividend income                   5,738               6,931               17,543              21,617
                                              -------------------  ------------------  -------------------  ------------------
Interest expense - deposits                                 1,777               3,168                5,473              10,263
Interest expense - borrowings                                  12                   6                   23                  25
                                              -------------------  ------------------  -------------------  ------------------
      Total interest expense                                1,789               3,174                5,496              10,288
                                              -------------------  ------------------  -------------------  ------------------
 Net interest income                                        3,949               3,757               12,047              11,329
 Provision for loan losses                                    115                  82                  278                 248
                                              -------------------  ------------------  -------------------  ------------------
  Net interest income after provision
     for loan losses                                        3,834               3,675               11,769              11,081
                                              -------------------  ------------------  -------------------  ------------------
Non-interest income:
  Servicing income                                             65                  59                  190                 196
  Gain on sale of loans, net                                  974                 571                2,124               1,583
  Deposit servicing fees and charges                          971                 922                2,772               2,748
  Trust service fees                                          280                 297                  832                 882
  Commissions and other non banking fees                      602                  15                1,694                  46
  Other operating income                                      239                 145                  700                 441
                                              -------------------  ------------------  -------------------  ------------------
    Total non-interest income                               3,131               2,009                8,312               5,896
                                              -------------------  ------------------  -------------------  ------------------
 Non-interest expenses:
    Salaries and employee benefits                          3,186               2,441                8,995               7,272
   Occupancy expense                                          333                 246                  906                 732
   Supplies, communications and other
     office expenses                                          322                 214                  844                 674
   Federal insurance premiums                                  15                  17                   48                  48
   Advertising expense                                        101                  61                  364                 266
   Equipment and service bureau expense                       650                 607                1,980               1,780
   Other operating expense                                    585                 369                1,475               1,145
                                              -------------------  ------------------  -------------------  ------------------
      Total non-interest expenses                           5,192               3,955               14,612              11,917
                                              -------------------  ------------------  -------------------  ------------------
  Income before income taxes                                1,773               1,729                5,469               5,060
  Income tax expense                                          713                 709                2,167               2,130
                                              -------------------  ------------------  -------------------  ------------------
Net income                                    $             1,060  $            1,020  $             3,302  $            2,930
                                              ===================  ==================  ===================  ==================

Basic earnings per share                      $              0.17  $             0.16  $              0.51  $             0.45
                                              ===================  ==================  ===================  ==================

Diluted earnings per share                    $              0.16  $             0.16  $              0.50  $             0.45
                                              ===================  ==================  ===================  ==================

Weighted average shares outstanding -Basic              6,396,215           6,493,217            6,442,389           6,469,163
                                              ===================  ==================  ===================  ==================

Weighted average shares outstanding -Diluted            6,568,172           6,529,616            6,604,630           6,539,280
                                              ===================  ==================  ===================  ==================
</TABLE>



Dividends  declared $0.05 per share payable October 11, 2002 for shareholders of
record  date  September  30,  2002.

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,
                                                2002        2001          2002          2001
                                         ------------  ------------  ------------  ------------
<S>                                      <C>           <C>           <C>           <C>
Net income                               $      1,060  $      1,020        $3,302        $2,930
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities
 available-for-sale                                34           180           (37)          291
                                         ------------  ------------  -------------  -----------

Comprehensive income                     $      1,094  $      1,200        $3,265        $3,221
                                         ============  ============  =============  ===========
</TABLE>



See  accompanying  notes  to  consolidated  financial  statements.

                                        3
<PAGE>
                              CAVALRY BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                        2002       2001
                                                      ---------  ---------
<S>                                                   <C>        <C>
Operating activities:
          Net cash provided by operating activities   $ 10,864   $  1,907
                                                      ---------  ---------
Investing activities:
   Decrease ( increase) in loans receivable, net       (19,043)       673
   Principal payments on investment securities           3,042         40
  Purchase of investment securities
     available for sale                                (40,889)   (62,639)
  Purchase of Federal Reserve Stock                     (1,240)         -
  Proceeds from maturities of investment securities     34,510     35,630
  Purchase of office properties and equipment           (3,535)    (1,346)
   Proceeds from sale of real estate acquired
       through foreclosure                                 340          -
  Cash paid in acquisition of Miller & Loughry          (1,944)         -
                                                      ---------  ---------
          Net cash used in investing activities        (28,759)   (27,642)
                                                      ---------  ---------

Financing activities:
  Net increase (decrease) in deposits                   (1,051)    31,215
  Retirement of common stock                            (2,423)         -
  Proceeds from the exercise of stock options               12          -
  Dividends paid                                          (913)      (930)
  Net increase (decrease) in borrowings                  1,959       (566)
                                                      ---------  ---------
         Net cash provided by (used in)
          financing activities                          (2,416)    29,719
                                                      ---------  ---------
Decrease in cash and cash equivalents                  (20,311)     3,984
Cash and equivalents, beginning of period               69,281     45,025
                                                      ---------  ---------

 Cash and cash equivalents, end of period             $ 48,970   $ 49,009
                                                      =========  =========

SUPPLEMENT DISCLOSURES OF CASH
   FLOW INFORMATION:
Payments during the period for:
Interest                                              $  5,498   $ 10,380
                                                      =========  =========
Income taxes                                          $  2,200   $  2,205
                                                      =========  =========

SUPPLEMENTAL DISCLOSURES OF NONCASH
  INVESTING AND FINANCING ACTIVITIES:

Increase (decrease) in deferred tax asset related
   to unrealized gain (loss) on investments           $     24   $   (181)
                                                      =========  =========
Net unrealized gain (loss) on investment
    securities available for sale                     $    (61)  $    472
                                                      =========  =========
Dividends declared and payable                        $    317   $    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 state chartered Federal
Reserve  member  commercial bank.  Miller & Loughry Insurance and Services, Inc.
("Miller  &  Loughry"),  an  independent  insurance  agency,  is  a wholly-owned
subsidiary  of  the  Bank.

The unaudited consolidated financial statements include the accounts of Miller &
Loughry,  the  Bank  and  the  Company.  All  material intercompany accounts and
transactions  have  been  eliminated  in  consolidation.

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 accounting principles
generally  accepted  in  the  United  States  of  America 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,
2002,  are not necessarily indicative of the results to be expected for the year
ending  December  31,  2002.  The  consolidated  financial  statements and notes
thereto  should  be  read in conjunction with the audited consolidated financial
statements  and  notes  thereto  for  the  year  ended  December  31,  2001.

2.     Acquisitions

On  January  4,  2002,  Cavalry  Banking,  a  wholly owned subsidiary of Cavalry
Bancorp, Inc., completed the acquisition of 100% of the capital stock issued and
outstanding  of  Miller  &  Loughry  Insurances  and  Services, Inc., for a cash
purchase  price  of  approximately  $2.0  million.

Due  to  the  insignificant  effect  on  the  financial  position and results of
operations,  no  pro-forma  data  of  this acquisition is required or presented.

3.     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, 2002 and 2001.  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
                                                      ------------
                                        2002        2001        2002        2001
                                        ----        ----        ----        ----
Basic  EPS:
<S>                                  <C>         <C>         <C>         <C>
Net income                           $1,060,000  $1,020,000  $3,302,000  $2,930,000
Average common shares outstanding     6,396,215   6,493,217   6,442,389   6,469,163
                                     ----------  ----------  ----------  ----------

Earnings per share - basic           $     0.17  $     0.16  $     0.51  $     0.45
                                     ==========  ==========  ==========  ==========

Diluted EPS:
Net income                           $1,060,000  $1,020,000  $3,302,000  $2,930,000
                                     ----------  ----------  ----------  ----------

Average common shares outstanding     6,396,215   6,493,217   6,442,389   6,469,163
Dilutive effect of stock options        171,957      36,399     162,241      70,117
                                     ----------  ----------  ----------  ----------

Average dilutive shares outstanding   6,568,172   6,529,616   6,604,630   6,539,280
                                     ----------  ----------  ----------  ----------

Earnings per share - diluted         $     0.16  $     0.16  $     0.50  $     0.45
                                     ==========  ==========  ==========  ==========
</TABLE>



                                        5
<PAGE>

4.     Business  Segments

The  Company  and  its subsidiary 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, insurance, and mortgage banking
operations.  The  majority  of  loans  originated  for  sale  are  sold with the
servicing  rights  attached.

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  2001  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>         <C>             <C>
                                           Mortgage
For the quarter ended            Banking   Banking    Trust   Insurance   Eliminations    Consolidated
September 30, 2002:
Interest revenue                 $  5,738  $       -  $    -  $        -  $           -   $       5,738
Other income-external customers     1,295         65     280         530            (37)          2,133
Interest expense                    1,789          -       -           -              -           1,789
Depreciation and amortization         330         52      29          16              -             427
Other significant items:
    Provision for loan losses         115          -       -           -              -             115
    Gain on sales of assets            24        974       -           -              -             998
Segment profit                      1,740          -      52          83           (102)          1,773
Segment assets                    427,664      8,408     395       2,454         (2,265)        436,656
</TABLE>


<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 on sale of assets               -        571       -            571
Segment profit                      1,628          -     101          1,729
Segment assets                    409,768      8,710     353        418,831
</TABLE>


<TABLE>
<CAPTION>
<S>                              <C>       <C>        <C>     <C>         <C>             <C>
                                             Mortgage
For the nine months ended         Banking    Banking   Trust   Insurance    Eliminations   Consolidated
September 30, 2002:
Interest revenue                  $17,543      $  -     $  -     $    -        $   -          $17,543
Other income-external customers     3,802       190      832      1,352          (37)           6,139
Interest expense                    5,496         -        -          -            -            5,496
Depreciation and amortization         845       143       41         34            -            1,063
Other significant items:
Provision for loan losses             278         -        -          -            -              278
Gain on sales of assets                49     2,124        -          -            -            2,173
Segment profit (loss)               5,359        (5)      168       168         (221)           5,469
Segment assets                    427,664     8,408       395     2,454       (2,265)         436,656
</TABLE>


<TABLE>
<CAPTION>
<S>                               <C>       <C>         <C>     <C>
                                            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 on sale of assets                -      1,583        -          1,583
Segment profit (loss)                4,813         (5)     252          5,060
Segment assets                     409,768      8,710      353        418,831
</TABLE>



                                        6
<PAGE>

5.     New  Accounting  Standards  Pronouncements


SFAS  No. 141, "Business Combinations" issued on June 29, 2001 requires business
combinations  entered  into  after  June  30, 2001 to be accounted for using the
purchase  method  of  accounting.  Specifically  identifiable  intangible assets
acquired,  other  than  goodwill,  will be amortized over their estimated useful
economic  life.  This  pronouncement  had  no  material  effect on the Company's
financial  statements.

SFAS  No.  142, "Goodwill and Other Intangible Assets", issued on June 29, 2001,
addresses  how  intangible assets that are acquired individually or with a group
of  other  assets  should  be  accounted  for in financial statements upon their
acquisition.  This  statement  also  addresses how goodwill and other intangible
assets  should be accounted for after they have been initially recognized in the
financial  statements.  This statement results in the end to systematic goodwill
and  other  intangible  amortization  and  requires  impairment testing on those
balances  at  least  annually  or  if  circumstances  arise  that  suggest  that
impairment  may  be  an  issue.  SFAS  No.  142  was  effective  for the Company
beginning  on  January  1,  2002  and  is  applicable  to all goodwill and other
intangible  assets  regardless  of  when those assets were initially recognized.

SFAS  No.  143,  "Accounting  for  Asset Retirement Obligations," issued in June
2001,  addresses  financial  accounting  and  reporting  for  legal  obligations
associated  with the retirement of tangible long-lived assets and the associated
asset  retirement  costs.  SFAS  No. 143 is effective for fiscal years beginning
after  June  15, 2002.  This Statement is not expected to have a material impact
on  the  Company's  financial  statements.

SFAS  No.  144,  "Accounting for the Impairment of Long-Lived Assets," issued in
August  2001,  supercedes SFAS 121, "Accounting for the Impairment of Long-Lived
Assets  and  for  Long-Lived  Assets  to  Be Disposed Of" and the accounting and
reporting  provisions  of  APB  No.  30,  "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," for the disposal of
a  segment  of  a  business.  While SFAS No. 144 retains many of the fundamental
provisions  of  SFAS  No.  121,  it  establishes  a  single accounting model for
long-lived assets to be disposed of by sale, and resolves certain implementation
issues  not previously addressed by SFAS No. 121.  SFAS No. 144 is effective for
fiscal  years  beginning after December 15, 2001.  This Statement did not have a
material  impact  on  the  Company's  financial  statements.

SFAS No. 145, "Rescission of FASB Statement No. 4, 44, and 64, Amendment of FASB
Statement No. 13 and Technical Corrections," issued in April 2002, rescinds SFAS
No.  4, Reporting Gains and Losses from Extinguishment of Debt, and SFAS No. 64,
Extinguishments  of Debt Made to Satisfy Sinking-Fund Requirements.  Any gain or
loss  on the extinguishment of debt that was classified as an extraordinary item
in  prior  periods  will  be  reclassified  into  continuing  operations.

SFAS  No.  146,  "Accounting  for  Costs  Associated  with  Exit  or  Disposal
Activities," issued in June 2002 requires that a liability for a cost associated
with  an  exit or disposal activity be recognized when the liability is incurred
compared  to  current  literature,  which recognized a liability when the entity
committed  to  an  exit  plan.  Management believes that this Statement will not
have  a  material  impact  on  the  Company's  financial  statements.

6.     Deferred  Compensation  and  Retirement  Plans

     The  Company  has  entered into separate deferred compensation arrangements
with  the  Board  of  Directors and certain senior officers.  The plans call for
amounts payable at retirement, death or disability as defined in the agreements.
The  estimated  present  value of the deferred compensation will be accrued over
the  remaining  expected term of active employment.  The Bank has purchased life
insurance  policies  that  it  intends  to  use  to  finance  this  liability.

                                        7
<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 September 30, 2002 and December 31, 2001

Total  assets  were  $436.7  million  at  September 30, 2002, compared to $432.9
million  at  December  31,  2001,  an  increase  of  $3.8 million or 0.88%. This
increase  was  primarily  a  result  of  an  increase in borrowings and retained
earnings.  Cash  and  cash  equivalents decreased from $69.3 million at December
31,  2001,  to  $49.0  million  at  September  30,  2002.  Investment securities
available-for-sale  increased  from $41.8 million at December 31, 2001, to $45.5
million  at  September  30, 2002.  Loans receivable, net increased $18.4 million
from  $280.2  million  at  December 31, 2001, to $298.6 million at September 30,
2002.  Office  properties and equipment increased from $15.6 million at December
31,  2001 to $18.0 million at September 30, 2002.  This increase was a result of
the purchase of land for a future branch location, completion of the first floor
of  the  Financial  Services  Building,  and  purchase  of computers and banking
equipment.  The first floor of the Financial Services Building now houses Miller
&  Loughry,  the  Investment,  Management  and  Trust  Department,  and  Cavalry
Investment  Services.  In  the  first quarter of 2002, the Company completed the
purchase of Miller & Loughry, an independent insurance agency, for $2.0 million.
The  increase  in  goodwill  was  a  result of the purchase of Miller & Loughry.

Deposit  accounts  decreased  $1.1  million  from $381.0 million at December 31,
2001,  to  $379.9  million  at  September  30,  2002.  Certificates  of  deposit
increased  $7.2  million  from  $145.6  million  at  December 31, 2001 to $152.8
million  at  September  30,  2002.  Savings deposits increased $2.4 million from
$13.9  million  at  December  31,  2001  to $16.3 million at September 30, 2002.
Money  market accounts decreased $1.0 million from $91.6 million at December 31,
2001  to  $90.6  million  at  September  30,  2002.  NOW accounts declined $14.6
million  from  $81.6  million at December 31, 2001 to $67.0 million at September
30,  2002.  Transaction  accounts  increased  $5.0 million from $48.3 million at
December 31, 2001 to $53.3 million at September 30, 2002.  Management feels that
these declines are temporary, and will continue to market deposit relationships.

Shareholders'  equity  increased  by $700,000 from $48.8 million at December 31,
2001, to $49.5 million at September 30, 2002.  This increase was a result of net
income  of  $3.3  million  and  the  release  of $797,000 in ESOP shares.  These
increases  were  partially  offset  by dividends of $913,000, the repurchase and
retirement of $2.4 million in Company common stock, and a decrease in unrealized
gains  on  available-for-sale  securities  of  $37,000,  net  of  taxes.

Non-performing  assets  were  $394,000  at  December  31,  2001  and $412,000 at
September  30,  2002.

                                        8
<PAGE>

Comparison  of  Operating  Results for the Three Months Ended September 30, 2002
and  September  30,  2001.

Net  Income.  Net  income  was $1.1 million for the three months ended September
30, 2002 compared to $1.0 million for the three months ended September 30, 2001.
Return  on  average  assets  was  constant  at  0.99% for the three months ended
September  30, 2002 and 2001.  Return on average equity decreased from 8.66% for
the three months ended September 30, 2001, to 8.46% for the same period in 2002.
Earnings  per  share  was  $0.16  per  diluted  share for the three months ended
September 30, 2001 and 2002.  This increase was primarily a result of higher net
interest  income and higher non-interest income.  These increases were partially
offset  by  higher  non-interest  expenses  and a larger provision for losses on
loans.

Net  Interest  Income.  Net interest income increased $100,000 from $3.8 million
for  the  three  months  ended  September 30, 2001, to $3.9 million for the same
period  in 2002.  Interest rate spread increased from 3.42% for the three months
ended  September  30,  2001, to 3.88% for the same period in 2002.  Net interest
margin  increased  from  4.01% for the three months ended September 30, 2001, to
4.17% for the same period in 2002.  The ratio of average interest-earning assets
to  average  interest-bearing  liabilities  decreased from 117.30% for the three
months  ended  September  30,  2001,  to  115.22%  for  the same period in 2002.

Interest  income  decreased  17.39%  to  $5.7 million for the three months ended
September  30, 2002, from $6.9 million for the same period in 2001.  Interest on
loans decreased from $5.8 million for the three months ended September 30, 2001,
to  $5.2  million  for  the  same  period  in  2002.  Average  loans outstanding
increased  from $279.4 million for the three months ended September 30, 2001, to
$296.5  million  for  the same period in 2002.  The average yield decreased from
8.30%  for  the  three  months  ended  September 30, 2001, to 6.99% for the same
period  in  2002,  as a result of declining interest rates.  Income on all other
investments consisting of mortgage backed securities, other investments, Federal
Home  Loan  Bank and Federal Reserve Bank stock, bank deposits and federal funds
decreased  from  $1.1  million for the three months ended September 30, 2001, to
$514,000  for the same period in 2002.  Average investments decreased from $92.7
million  for the three months ended September 30, 2001, to $79.1 million for the
same  period  in  2002.  The  average  yield  decreased from 4.64% for the three
months  ended  September  30,  2001,  to  2.58%  for  the  same  period in 2002.

Interest  expense  decreased  from  $3.2  million  for  the  three  months ended
September  30,  2001,  to  $1.8  million  for  the same period in 2002.  Average
interest-bearing  deposits  increased  from  $316.1 million for the three months
ended  September  2001,  to  $324.4  million  for the same period in 2002.  This
increase  was  a  result  of  continuing  efforts  to  increase  market share of
deposits.  The  average  cost  of  deposits  decreased  from 3.98% for the three
months  ended September 30, 2001, to 2.17% for the same period in 2002.  Average
borrowings increased from $1.0 million at an average cost of 2.34% for the three
months  ended September 30, 2001 to $1.6 million at an average cost of 2.91% for
the  same  period in 2002.  The total cost of funds decreased from 3.97% for the
three  months  ended  September  30, 2001, to 2.18% for the same period in 2002.
Average interest-bearing liabilities increased from $317.2 million for the three
months  ended September 30, 2001, to $326.0 million for the same period in 2002.

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 $82,000 for the three months ended
September  30,  2001 to $115,000 for the same period in 2002.  Management deemed
the  allowance  for  loan  losses  adequate  at  September  30,  2002.

Non-interest  Income.  Non-interest  income  increased from $2.0 million for the
three  months  ended  September 30, 2001, to $3.1 million for the same period in
2002.  In the mortgage banking segment, net gain on sale of loans increased from
$571,000 for the three months ended September 30, 2001, to $974,000 for the same
period  in  2002.  The higher gain in 2002 was a result of increased production.
Loan  servicing  fees increased slightly from $59,000 for the three months ended
September  30,  2001,  to  $65,000  for the same period in 2002.  In the banking
segment,  deposit  fees  and other operating incomes increased from $1.1 million
for  the  three  months  ended  September 30, 2001, to $1.3 million for the same
period  in  2002.  This increase was primarily a result of increased volume.  In
the trust segment, trust fees decreased from $297,000 for the three months ended
September  30,  2001, to $280,000 for the same period in 2002.  This decline was
primarily  a  result of declining market values of assets under management.  The
acquisition  of  Miller  &  Loughry  contributed  commissions and related income
during  the  three  months  September  30,  2002.

                                        9
<PAGE>

Non-interest  Expense.  Non-interest expense increased from $4.0 million for the
three  months  ended  September 30, 2001, to $5.2 million for the same period in
2002.  Salaries  and employee benefits increased from $2.4 million for the three
months  ended  September  30,  2001 to $3.2 million for the same period in 2002.
This  increase  was  a  result  of  the  purchase of Miller & Loughry, increased
commissions,  and costs of medical insurance.  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 $713,000 for the three months
ended  September  30,  2002,  compared  to $709,000 for the same period in 2001.

Comparison of Operating Results for the Nine Months Ended September 30, 2002 and
September  30,  2001.

Net Income.  Net income was $3.3 million for the nine months ended September 30,
2002  compared  to  $2.9  million  for the nine months ended September 30, 2001.
Return  on  average  assets  increased  from  0.99%  for  the  nine months ended
September  30,  2001,  to  1.06% for the same period in 2002.  Return on average
equity  also  increased from 8.65% for the nine months ended September 30, 2001,
to  9.01%  for the same period in 2002.  Earnings per share increased from $0.45
per  diluted  share  for  the nine months ended September 30, 2001, to $0.50 per
diluted share for the same period in 2002.  This increase was primarily a result
of  higher  net interest income and higher non-interest income.  These increases
were partially offset by higher non-interest expenses and a larger provision for
losses  on  loans.

Net  Interest Income.  Net interest income increased $700,000 from $11.3 million
for  the  nine  months  ended  September 30, 2001, to $12.0 million for the same
period  in  2002.  Interest rate spread increased from 3.56% for the nine months
ended  September  30,  2001, to 4.07% for the same period in 2002.  Net interest
margin  increased  from  4.19%  for the nine months ended September 30, 2001, to
4.35% for the same period in 2002.  The ratio of average interest-earning assets
to  average  interest-bearing  liabilities  decreased  from 116.69% for the nine
months  ended  September  30,  2001,  to  114.25%  for  the same period in 2002.

Interest  income  decreased  18.98%  to  $17.5 million for the nine months ended
September 30, 2002, from $21.6 million for the same period in 2001.  Interest on
loans decreased from $18.5 million for the nine months ended September 30, 2001,
to  $15.8  million  for  the  same  period  in  2002.  Average loans outstanding
increased  from  $281.8 million for the nine months ended September 30, 2001, to
$291.5  million  for  the same period in 2002.  The average yield decreased from
8.79% for the nine months ended September 30, 2001, to 7.22% for the same period
in  2002,  as  a  result  of  declining  interest  rates.  Income  on  all other
investments consisting of mortgage backed securities, other investments, Federal
Home  Loan  Bank and Federal Reserve Bank stock, bank deposits and federal funds
decreased  from  $3.1  million  for the nine months ended September 30, 2001, to
$1.8  million  for  the same period in 2002.  Average investments decreased from
$79.3 million for the nine months ended September 30, 2001, to $78.7 million for
the  same  period  in 2002.  The average yield decreased from 5.24% for the nine
months  ended  September  30,  2001,  to  2.94%  for  the  same  period in 2002.

Interest  expense  decreased  from  $10.3  million  for  the  nine  months ended
September  30,  2001,  to  $5.5  million  for  the same period in 2002.  Average
interest-bearing  deposits  increased  from  $308.3  million for the nine months
ended  September  30,  2001, to $322.9 million for the same period in 2002.  The
average  cost  of  deposits  decreased  from  4.45%  for  the  nine months ended
September  30,  2001,  to 2.27% for the same period in 2002.  Average borrowings
remained  constant  at  $1.2 million.  The average cost decreased from 2.80% for
the  nine  months ended September 30, 2001 to 2.56% for the same period in 2002.
The total cost of funds decreased from 4.44% for the nine months ended September
30,  2001,  to  2.27%  for  the  same  period in 2002.  Average interest-bearing
liabilities  increased  from  $309.5 million for the nine months ended September
30,  2001,  to  $324.1  million  for  the  same  period  in  2002.

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.

                                       10
<PAGE>

The  provision for loan losses increased from $248,000 for the nine months ended
September  30,  2001 to $278,000 for the same period in 2002.  Management deemed
the  allowance  for  loan  losses  adequate  at  September  30,  2002.

Non-interest  Income.  Non-interest  income  increased from $5.9 million for the
nine  months  ended  September  30, 2001, to $8.3 million for the same period in
2002.  In the mortgage banking segment, net gain on sale of loans increased from
$1.6  million  for the nine months ended September 30, 2001, to $2.1 million for
the  same  period  in  2002.  The  higher gain in 2002 was a result of increased
production.  Loan  servicing  fees decreased slightly from $196,000 for the nine
months  ended  September  30, 2001, to $190,000 for the same period in 2002.  In
the  banking  segment,  deposit  fees and other operating incomes increased from
$3.2  million  for  the nine months ended September 30, 2001 to $3.8 million for
the  same  period  in  2002.  In  the  trust  segment, trust fees decreased from
$882,000  for the nine months ended September 30, 2001, to $832,000 for the same
period in 2002.  The acquisition of Miller & Loughry contributed commissions and
related  income  during  the  nine  months  ended  September  30,  2002.

Non-interest Expense.  Non-interest expense increased from $11.9 million for the
nine  months  ended  September 30, 2001, to $14.6 million for the same period in
2002.  Salaries  and  employee benefits increased from $7.3 million for the nine
months  ended  September  30,  2001 to $9.0 million for the same period in 2002.
This  increase  was  a  result  of  the  purchase of Miller & Loughry, increased
commissions,  and costs of medical insurance.  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 $2.2 million for the nine
months ended September 30, 2002, compared to $2.1 million for the same period in
2001.

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.  The  Company  and  the  Bank generally
maintain sufficient cash and short-term investments to meet short-term liquidity
needs.  At  September  30, 2002, cash and cash equivalents totaled $49.0 million
or  11.20% of total assets, and investment securities available-for-sale totaled
$45.5  million.  At  September  30,  2002, 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,  2002, the Bank's regulatory capital was in excess of all
applicable  regulatory  requirements.  At  September  30,  2002,  under  the
regulations  of  the  Federal  Reserve Board, the Bank's actual leverage, Tier 1
risk-based,  and  risked-based  capital  ratios  were  9.03%, 12.22% and 13.47%,
respectively,  compared  to  requirements  of 3.0%, 4.0% and 8.0%, respectively.

At  September  30,  2002,  the  Bank had loan commitments of approximately $40.7
million.  In  addition,  at  September  30, 2002, the unused portion of lines of
credit  extended  by  the Bank was approximately $6.2 million for consumer loans
and $25.0 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,  2002,  the  Bank  had $6.7 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 accounting
principles generally accepted in the United States of America, 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.

                                       11
<PAGE>

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk

As  a  financial  institution, the Company's primary component of market risk is
interest  rate  risk.  Ultimately,  fluctuations  in  interest rates will impact
liquidity,  the  level  of  income and expense recorded on most of the Company's
assets  and  liabilities,  and  the  market value of interest-earning assets and
interest-bearing liabilities.  The Company is not subject to foreign exchange or
commodity  price  risk.  The  Company  does  not  own  any  trading  assets.

Interest rate risk is managed by management in accordance with policies approved
by  the  Bank's  Board  of Directors.  Management formulates strategies based on
appropriate  levels of interest rate risk.  In determining the appropriate level
of  interest  rate risk, management considers the impact on earnings and capital
of  the  current outlook on interest rates, potential changes in interest rates,
regional  economy, liquidity, business strategies and other factors.  Management
meets  regularly  to  review,  among other things, the sensitivity of assets and
liabilities  to  interest  rate changes, the book and market value of assets and
liabilities,  unrealized  gains  and  losses,  purchase  and  sales  activities,
commitments  to  originate  loans and the maturities of investments.  Management
uses  an  analysis  of  relationships  between  interest-earning  assets  and
interest-bearing  liabilities  to  manage  interest  rate  risk.

The  following table presents the Company's repricing gap at September 30, 2002.
The  table  indicates  that  at  September  30,  2002  the Company was liability
sensitive  up  to  six  months  and  had  a negative cumulative GAP for the time
periods  up  to  and  including  one  to  three  year  time  horizons.

<TABLE>
<CAPTION>
                                                                         Six        After     After
                                                            Within      Months     One to     Three       Over
                                                             Six        To One      Three    to Five      Ten
                                                            Months       Year       Years     Years       Years     Total
                                                            ------       ----       -----     -----       -----     -----
                                                                              (in thousands)
Interest-earning  assets:
<S>                                                      <C>         <C>         <C>         <C>       <C>         <C>
   Loans receivable, net                                 $ 107,885   $  42,505   $  66,717   $66,033   $  23,327   $306,467
   FHLB  & FRB stock                                         3,475           -           -         -           -      3,475
   Investment securities available-for-sale                 21,820       9,055       7,473     4,272       2,850     45,470
   Federal funds sold overnight and other
    interest-bearing deposits                               29,945           -           -         -           -     29,945
                                                         ----------  ----------  ----------  --------  ----------  ---------

     Total rate sensitive assets                         $ 163,125   $  51,560   $  74,190   $70,305   $  26,177   $385,357
                                                         ==========  ==========  ==========  ========  ==========  =========

Interest-bearing liabilities:

Deposits:
   NOW accounts                                          $  66,975   $       -   $       -   $     -   $       -   $ 66,975
   Savings accounts                                         16,266           -           -         -           -     16,266
   Money market accounts                                    90,582           -           -         -           -     90,582
   Certificates of deposit                                  60,618      49,152      30,434    12,589          20    152,813
Borrowings                                                      27          27       1,109     1,109         685      2,957
                                                         ----------  ----------  ----------  --------  ----------  ---------
     Total rate sensitive liabilities                    $ 234,468   $  49,179   $  31,543   $13,698   $     705   $329,593
                                                         ==========  ==========  ==========  ========  ==========  =========

Excess (deficiency) of interest sensitive
 assets over interest sensitive liabilities               ($71,343)  $   2,381   $  42,647   $56,607   $  25,472   $ 55,764
Cumulative excess (deficiency) of
 interest sensitive assets                                ($71,343)   ($68,962)   ($26,315)  $30,292   $  55,764   $ 55,764
Cumulative ratio of interest-earning assets
 to interest-bearing liabilities                             69.57%      75.69%      91.65%   109.21%     116.92%    116.92%
Interest sensitivity gap to total rate sensitive assets    (18.51)%       0.62%      11.07%    14.69%       6.61%     14.47%
Ratio of interest-earning assets to
 interest -bearing liabilities                               69.57%     104.84%     235.20%   513.25%   3,713.05%    116.92%
Ratio of cumulative gap to total rate sensitive assets     (18.51)%    (17.90)%     (6.83)%     7.86%      14.47%     14.47%
</TABLE>



                                       12
<PAGE>

The  gap  analysis provides the basis for more detailed analysis in a simulation
model.  Also  gap  results  are  popular rate risk indicators. However, to truly
evaluate  the  impact of rate change on income, simulation is the best technique
because  variables  are  changed  for  various rate conditions.  Each category's
interest  change  is  calculated  as  rates  ramp  up and down.  In addition the
prepayment  speeds  and  repricing  speeds  are  changed.

Rate Shock is a method for stress testing the Net Interest Margin (NIM) over the
next four quarters under several rate change levels.  These levels span four 100
basis point increments up and down from the current interest rates.  In order to
simulate  activity,  maturing balances are replaced with new balances at the new
rate level and repricing balances are adjusted to the new rate shock level.  The
interest  is  recalculated for each level along with the new average yield.  NIM
is  then  calculated  and  a  margin risk profile is developed.  This simulation
reveals  that  the  Bank  will experience a loss in Net Interest Income if rates
decline  in  the  next year.  The magnitude and severity of potential loss for a
100  basis  point  decline in rates under projected growth conditions would be a
decline  of  15  basis  points.

Item  4.  Controls  and  Procedures

Within  the  ninety  days  prior  to  the  filing  of this report, the Company's
management,  under  the  supervision and with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the design and operation of the Company's disclosure controls and procedures,
as  defined  in Rule 13a-14 under the Securities Exchange Act of 1934.  Based on
that  evaluation,  the  Chief  Executive  Officer  and  Chief  Financial Officer
concluded  that  the Company's disclosure controls and procedures were adequate.
There  were  no significant changes (including corrective actions with regard to
significant  deficiencies  of  material  weaknesses)  in  the Company's internal
controls or in other factors subsequent to the date of the evaluation that could
significantly  affect  these  controls.

                                       13
<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  **
     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 ***
     10.31     Director  Supplemental  Retirement  Plan*****
     10.32     Executive  Supplemental  Retirement  Plan*****
     13        Annual  Report  to  Stockholders****
     21        Subsidiaries  of  the  Registrant****
     99.1      CEO Certification  Pursuant  To 18U.S.C. section 1350, As Adopted
               Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
     99.2      CFO Certification  Pursuant  To 18U.S.C. section 1350, As Adopted
               Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

*     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, 2001, as filed with the Securities
      and Exchange Commission on March 27, 2002
***** Incorporated herein by reference to the Registrant's Quarterly Report on
      Form 10-Q for the quarter ended March 31, 2002, as filed with the
      Securities and Exchange Commission on May 10, 2002

     (b)  Reports  on  Form  8-K

     No  Reports  on  Form 8-K were filed during the quarter ended September 30,
2002.


                                       14
<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  12,  2002                   by:  /s/  Ed  C. Loughry,  Jr.
                                                  -------------------------
                                                  Ed  C.  Loughry,  Jr.
                                                  Chairman  and
                                                  Chief  Executive  Officer


Date: November 12, 2002                      by: /s/ Hillard C. Gardner
                                                 ----------------------
                                                 Hillard  C.  Gardner
                                                 Senior Vice President and Chief
                                                 Financial  Officer
                                                 (Principal  Financial  and
                                                 Accounting  Officer)

                                       15
<PAGE>
  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
                CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-Q

I,  Ed  C.  Loughry,  Jr.,  certify  that:

1)   I have reviewed this quarterly report on Form 10-Q of
     Cavalry Bancorp, Inc.;
2)   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;
3)   Based on my knowledge, the financial statements and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;
4)   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;
5)   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):
     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and
6)   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  November  12,  2002            by:     /s/  Ed  C.  Loughry,  Jr.
                                              --------------------------
                                              Ed  C.  Loughry,  Jr.
                                              Chairman of the Board of Directors
                                              and  Chief  Executive  Officer

                                       16
<PAGE>
  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
                CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-Q

I,  Hillard  C.  Gardner,  certify  that:

1)   I have reviewed this quarterly report on Form 10-Q of
     Cavalry Bancorp, Inc.;
2)   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;
3)   Based on my knowledge, the financial statements and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;
4)   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;
5)   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):
     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and
6)   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  November  12,  2002            by:     /s/  Hillard  C.  Gardner
                                              -------------------------
                                              Hillard  C.  Gardner
                                              Senior Vice President and Chief
                                              Financial  Officer
                                              (Principal  Financial  and
                                              Accounting  Officer)

                                       17
<PAGE>

                                  EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of  Cavalry  Bancorp,  Inc.,  (the
"Company")  on Form 10-Q for the period ending September 30, 2002, as filed with
the  Securities and Exchange Commission on the date hereof (the "Report"), I, Ed
C.  Loughry, Jr., Chairman of the Board of Directors and Chief Executive Officer
of  the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
ss.906  of  the  Sarbanes-Oxley  Act  of  2002,  that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and
(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and result of operations of the Company.


Date:  November  12,  2002            by:     /s/  Ed  C.  Loughry,  Jr.
                                              --------------------------
                                              Ed  C.  Loughry,  Jr.
                                              Chairman of the Board of Directors
                                              and  Chief  Executive  Officer


<PAGE>
                                  EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of  Cavalry  Bancorp,  Inc.,  (the
"Company")  on Form 10-Q for the period ending September 30, 2002, as filed with
the  Securities  and  Exchange  Commission on the date hereof (the "Report"), I,
Hillard  C.  Gardner,  Senior  Vice President and Chief Financial Officer of the
Company,  certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.906
of  the  Sarbanes-Oxley  Act  of  2002,  that:

(1)     The  Report  fully  complies  with  the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and
(2)     The information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  result  of operations of the Company.


Date:  November  12,  2002            by:     /s/  Hillard  C.  Gardner
                                              -------------------------
                                              Hillard  C.  Gardner
                                              Senior Vice President and Chief
                                              Financial  Officer
                                              (Principal  Financial  and
                                              Accounting  Officer)