TABLE OF CONTENTS




|                              |                                                                                       |                                                                                                   |  |  |  |  |  | 
|----------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|Part I. Financial Information
|                              | Item 1. Financial Information                                                        
|                              |                                                                                       | CONSOLIDATED BALANCE SHEETS (UNAUDITED)                                                          
|                              |                                                                                       | CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)                                                    
|                              |                                                                                       | CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (UNAUDITED)                                      
|                              |                                                                                       | CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)                                                
|                              |                                                                                       | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
|                              | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|PART II. OTHER INFORMATION   
|SIGNATURES                   
|Exhibit 27                   



---



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)



For Quarter Ended September 30, 2000

Commission File Number 33-46573

CAPITAL HOLDINGS, INC.

(Exact name of registrant as specified in its
Charter)


|                                                                       |  |                                     
|---------------------------------------------------------------------- |  | ------------------------------------
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|OHIO                                                                   |  | 34-1588902                          
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer Identification No.)

5520 Monroe Street, Sylvania, OH 43560

(Address of principal executive offices and zip
code)


(419) 885-7379

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

(1) Yes 
X     (2) No

As of September 30, 2000, there were 7,047,175 shares of
common stock outstanding.



---



##### Table of Contents



CAPITAL HOLDINGS, INC.

Index

|                              |  |                                                                                               |    |             |      | 
|----------------------------- |  | --------------------------------------------------------------------------------------------- | -- | ----------- | ---- | 
|                              |  |                                                                                               |    | Page Number
|                              |  |                                                                                               |    |            
|                             
|                             
|                             
|                             
|PART I. FINANCIAL INFORMATION |  |                                                                                               |    |            
|Item  1.                      |  | Financial Statements (Unaudited):                                                             |    |             |      | 
|                              |  | Consolidated balance sheets                                                                   |    |             |      | 
|                              |  | September 30, 2000 and December 31, 1999                                                      |    |             | 3    | 
|                              |  | Consolidated statements of income                                                             |    |             |      | 
|                              |  | Three months ended September 30, 2000 and 1999                                                |    |             | 4    | 
|                              |  | Nine months ended September 30, 2000 and 1999                                                 |    |             |      | 
|                              |  | Consolidated statements of shareholders equity                                               |    |             |      | 
|                              |  | Nine months ended September 30, 2000 and 1999                                                 |    |             | 5    | 
|                              |  | Consolidated statements of cash flows                                                         |    |             |      | 
|                              |  | Nine months ended September 30, 2000 and 1999                                                 |    |             | 6    | 
|                              |  | Notes to consolidated financial statements                                                    |    |             | 7-8  | 
|Item  2.                      |  | Managements Discussion and Analysis of Financial Condition
        and Results of Operations |    |             | 9-12 | 
|                             
|                             
|                             
|                             
|PART II. OTHER INFORMATION    |  |                                                                                               | 13 |            
|                             
|                             
|                             
|                             
|SIGNATURES                    |  |                                                                                               | 14 |            



---



##### Table of Contents












CAPITAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |             |             | 
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | ------------- | ----------------- | ----------- | - | ----------- | ----------- | ----------- | 
|                                           |                                                                                                                                                        | SEPTEMBER 30, 2000  |               | DECEMBER 31, 1999
|                                           |                                                                                                                                                        |                     |               |                  
|ASSETS                                     |                                                                                                                                                        |                     |               |                   |             |   |             |            
|                                          
|                                          
|                                          
|                                          
|                                           | Cash and due from banks                                                                                                                                |                     | $             | 20,196,371        |             |   | $           | 10,935,827  |            
|                                          
|                                          
|                                          
|                                          
|                                           | Interest bearing deposits in banks                                                                                                                     |                     |               | 100,000           |             |   |             | 4,000,000   |            
|                                          
|                                          
|                                          
|                                          
|                                           | Federal funds sold                                                                                                                                     |                     |               | 0                 |             |   |             | 14,000,000  |            
|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |            
|                                           | Cash and cash equivalents                                                                                                                              |                     |               | 20,296,371        |             |   |             | 28,935,827  |            
|                                          
|                                          
|                                          
|                                          
|                                           | Investment securities available for sale, at fair value
        (amortized cost $231,421,170 in 2000 and $229,704,893 in 1999)                         |                     |               | 227,928,329       |             |   |             | 223,817,207 |            
|                                          
|                                          
|                                          
|                                          
|                                           | Loans                                                                                                                                                  |                     |               | 823,988,639       |             |   |             | 722,583,284 |            
|                                          
|                                          
|                                          
|                                          
|                                           | Less allowance for loan losses                                                                                                                         |                     |               | 11,845,643        |             |   |             | 10,448,496  |            
|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |            
|                                           | Net loans                                                                                                                                              |                     |               | 812,142,996       |             |   |             | 712,134,788 |            
|                                          
|                                          
|                                          
|                                          
|                                           | Bank premises and equipment                                                                                                                            |                     |               | 10,188,027        |             |   |             | 10,443,977  |            
|                                          
|                                          
|                                          
|                                          
|                                           | Interest receivable and other assets                                                                                                                   |                     |               | 14,111,640        |             |   |             | 13,880,891  |            
|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |            
|Total Assets                               |                                                                                                                                                        | $                   | 1,084,667,363 |                   |             | $ | 989,212,690 |            
|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |            
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                                                                                                                                        |                     |               |                   |             |   |             |            
|                                           | LIABILITIES                                                                                                                                            |                     |               |                   |             |   |             |             |            
|                                          
|                                          
|                                          
|                                          
|                                           | Deposits:                                                                                                                                              |                     |               |                   |             |   |             |             |            
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                                                                        | Interest bearing    |               | $                 | 809,081,363 |   |             | $           | 736,025,803 | 
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                                                                        | Noninterest bearing |               |                   | 64,804,295  |   |             |             | 66,684,718  | 
|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |            
|                                           | Total deposits                                                                                                                                         |                     |               | 873,885,658       |             |   |             | 802,710,521 |            
|                                          
|                                          
|                                          
|                                          
|                                           | Other borrowings                                                                                                                                       |                     |               | 101,766,450       |             |   |             | 90,022,716  |            
|                                          
|                                          
|                                          
|                                          
|                                           | Interest payable and other liabilities                                                                                                                 |                     |               | 14,391,246        |             |   |             | 10,367,489  |            
|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |            
|Total Liabilities                          |                                                                                                                                                        |                     | 990,043,354   |                   |             |   | 903,100,726 |            
|                                           | SHAREHOLDERS EQUITY                                                                                                                                   |                     |               |                   |             |   |             |             |            
|                                          
|                                          
|                                          
|                                          
|                                           | Common stock, no par value, $.167 stated value; 20,000,000
        shares authorized; 7,051,609 shares issued (7,037,222 at
        December 31, 1999) |                     |               | 1,177,619         |             |   |             | 1,175,216   |            
|                                          
|                                          
|                                          
|                                          
|                                           | Treasury stock, 4,434 shares                                                                                                                           |                     |               | (107,944          | )           |   |             | 0           |            
|                                          
|                                          
|                                          
|                                          
|                                           | Capital in excess of stated value                                                                                                                      |                     |               | 60,512,940        |             |   |             | 60,222,913  |            
|                                          
|                                          
|                                          
|                                          
|                                           | Retained earnings                                                                                                                                      |                     |               | 35,467,879        |             |   |             | 28,601,206  |            
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated other comprehensive (loss) income                                                                                                          |                     |               | (2,426,485        | )           |   |             | (3,887,371  | )          
|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |            
|Total Shareholders Equity                 |                                                                                                                                                        |                     | 94,624,009    |                   |             |   | 86,111,964  |            
|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |            
|Total Liabilities and Shareholders Equity |                                                                                                                                                        | $                   | 1,084,667,363 |                   |             | $ | 989,212,690 |            
|                                           |                                                                                                                                                        |                     |               |                   |             |   |             |            

See accompanying notes.

3



---



##### Table of Contents






CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |            |      | 
|--------------------------------------------------- | ----------------------------------- | ------------ | ---------- | ----------------- | ---- | ---- | ---------- | ---------- | ---- | - | ---------- | ---------- | ---- | - | ---------- | ---------- | ---- | 
|                                                    |                                     |              |            |                   |      |     
|                                                    |                                     | THREE MONTHS |            |                  
|                                                    |                                     | ENDED        |            | NINE MONTHS ENDED
|                                                    |                                     | SEPTEMBER 30 |            | SEPTEMBER 30     
|                                                    |                                     |              |            |                  
|                                                    |                                     | 2000         |            | 1999              |      | 2000 |            | 1999      
|                                                    |                                     |              |            |                   |      |      |            |           
|Interest income:                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Loans, including fees               |              | $          | 17,714,876        |      |      | $          | 13,570,625 |      |   | $          | 49,639,422 |      |   | $          | 38,413,140 |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Securities                          |              |            | 3,643,929         |      |      |            | 3,285,875  |      |   |            | 10,812,386 |      |   |            | 9,147,018  |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Federal funds sold                  |              |            | 19,511            |      |      |            | 50,643     |      |   |            | 59,954     |      |   |            | 158,003    |     
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Total interest income                               |                                     |              | 21,378,316 |                   |      |      | 16,907,143 |            |      |   | 60,511,762 |            |      |   | 47,718,161 |           
|                                                   
|                                                   
|                                                   
|                                                   
|Interest expense:                                   |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Deposits                            |              |            | 11,182,385        |      |      |            | 8,278,505  |      |   |            | 30,760,036 |      |   |            | 23,301,269 |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other borrowings                    |              |            | 1,893,843         |      |      |            | 1,258,852  |      |   |            | 4,897,524  |      |   |            | 3,317,253  |     
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Total interest expense                              |                                     |              | 13,076,228 |                   |      |      | 9,537,357  |            |      |   | 35,657,560 |            |      |   | 26,618,522 |           
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Net interest income                                 |                                     |              | 8,302,088  |                   |      |      | 7,369,786  |            |      |   | 24,854,202 |            |      |   | 21,099,639 |           
|                                                   
|                                                   
|                                                   
|                                                   
|Provision for loan losses                           |                                     |              | 255,000    |                   |      |      | 475,000    |            |      |   | 1,375,000  |            |      |   | 1,600,000  |           
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Net interest income after provision for loan losses |                                     |              | 8,047,088  |                   |      |      | 6,894,786  |            |      |   | 23,479,202 |            |      |   | 19,499,639 |           
|                                                   
|                                                   
|                                                   
|                                                   
|Other income:                                       |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Service charges on deposit accounts |              |            | 165,111           |      |      |            | 148,155    |      |   |            | 488,259    |      |   |            | 421,012    |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Net securities (losses) gains       |              |            | (2,022            | )    |      |            | 5,960      |      |   |            | (407       | )    |   |            | 35,845     |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other                               |              |            | 459,749           |      |      |            | 556,254    |      |   |            | 1,240,180  |      |   |            | 1,310,858  |     
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Total other income                                  |                                     |              | 622,838    |                   |      |      | 710,369    |            |      |   | 1,728,032  |            |      |   | 1,767,715  |           
|                                                   
|                                                   
|                                                   
|                                                   
|Other expenses:                                     |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Salaries and employee benefits      |              |            | 2,210,791         |      |      |            | 1,977,416  |      |   |            | 6,606,652  |      |   |            | 5,851,618  |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Occupany and equipment expense      |              |            | 446,462           |      |      |            | 379,141    |      |   |            | 1,245,684  |      |   |            | 1,050,108  |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other                               |              |            | 1,389,503         |      |      |            | 1,409,518  |      |   |            | 4,251,810  |      |   |            | 4,066,327  |     
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Total other expenses                                |                                     |              | 4,046,756  |                   |      |      | 3,766,075  |            |      |   | 12,104,146 |            |      |   | 10,968,053 |           
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Income before provision for federal income tax      |                                     |              | 4,623,170  |                   |      |      | 3,839,080  |            |      |   | 13,103,088 |            |      |   | 10,299,301 |           
|                                                   
|                                                   
|                                                   
|                                                   
|Provision for federal income tax                    |                                     |              | 1,489,000  |                   |      |      | 1,235,000  |            |      |   | 4,333,000  |            |      |   | 3,335,000  |           
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Net income                                          |                                     | $            | 3,134,170  |                   |      | $    | 2,604,080  |            |      | $ | 8,770,088  |            |      | $ | 6,964,301  |           
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Per common share:                                   |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|                                                    | Net income                          |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |            |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                     | Basic        |            | $                 | 0.44 |      |            | $          | 0.43 |   |            | $          | 1.24 |   |            | $          | 1.15 | 
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|                                                    |                                     | Diluted      |            | $                 | 0.43 |      |            | $          | 0.42 |   |            | $          | 1.20 |   |            | $          | 1.12 | 
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|                                                    | Cash dividends declared             |              | $          | 0.09              |      |      | $          | 0.08       |      |   | $          | 0.27       |      |   | $          | 0.24       |     
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|Average shares outstanding:                         |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Basic                               |              |            | 7,048,392         |      |      |            | 6,079,194  |      |   |            | 7,048,190  |      |   |            | 6,071,649  |     
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           
|                                                    | Diluted                             |              |            | 7,257,129         |      |      |            | 6,264,420  |      |   |            | 7,283,791  |      |   |            | 6,250,132  |     
|                                                    |                                     |              |            |                   |      |      |            |            |      |   |            |            |      |   |            |           

See accompanying notes.

4



---



##### Table of Contents






CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(UNAUDITED)


NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


|                                                                                              |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|--------------------------------------------------------------------------------------------- |  | ------------ | --------- | -------------- |  | ---------- | --------- | ------ |  | ------------ | ------ | - |  | -- | ------- | - |  | - | ---------- | 
|                                                                                              |  |              |           |                |  |           
|                                                                                              |  | COMMON STOCK |           | TREASURY STOCK |  | CAPITAL IN
|                                                                                              |  |              |           |                |  | EXCESS OF 
|                                                                                              |  | SHARES       |           | AMOUNT         |  | SHARES     |           | AMOUNT |  | STATED VALUE
|                                                                                              |  |              |           |                |  |            |           |        |  |             
|Balance at January 1, 2000                                                                    |  |              | 7,037,222 |                |  | $          | 1,175,216 |        |  |              |        |   |  |    |         |   |  | $ | 60,222,913 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Net income                                                                                    |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Net unrealized gain on securities available for sale, net of tax
        effect of $814,000   |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Comprehensive Income                                                                          |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Exercise of common stock options, including tax benefit                                       |  |              | 6,990     |                |  |            | 1,168     |        |  |              |        |   |  |    |         |   |  |   | 98,340     | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Issuance of common stock                                                                      |  |              | 7,397     |                |  |            | 1,235     |        |  |              |        |   |  |    |         |   |  |   | 191,687    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Treasury shares acquired                                                                      |  |              |           |                |  |            |           |        |  |              | (4,434 | ) |  | ($ | 107,944 | ) |  |   |            | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Cash dividend declared, $.27 per share                                                        |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                              |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|Balance at September 30, 2000                                                                 |  |              | 7,051,609 |                |  | $          | 1,177,619 |        |  |              | (4,434 | ) |  | ($ | 107,944 | ) |  | $ | 60,512,940 | 
|                                                                                              |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                             
|Balance at January 1, 1999                                                                    |  |              | 6,049,224 |                |  | $          | 1,008,204 |        |  |              |        |   |  |    |         |   |  | $ | 34,201,997 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Net income                                                                                    |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Net unrealized loss on securities available for sale, net of tax
        effect of $2,030,000 |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Comprehensive Income                                                                          |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Exercise of common stock options, including tax benefit                                       |  |              | 15,750    |                |  |            | 3,141     |        |  |              |        |   |  |    |         |   |  |   | 215,876    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Issuance of common stock                                                                      |  |              | 16,345    |                |  |            | 2,724     |        |  |              |        |   |  |    |         |   |  |   | 331,460    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Treasury shares acquired                                                                      |  |              |           |                |  |            |           |        |  |              | (9,000 | ) |  | ($ | 180,000 | ) |  |   |            | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Treasury shares issued                                                                        |  |              |           |                |  |            |           |        |  |              | 9,000  |   |  |    | 180,000 |   |  |   |            | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Cash dividend declared, $.24 per share                                                        |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                              |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 
|                                                                                             
|Balance at September 30, 1999                                                                 |  |              | 6,081,319 |                |  | $          | 1,014,069 |        |  |              | 0      |   |  | $  | 0       |   |  | $ | 34,749,333 | 
|                                                                                              |  |              |           |                |  |            |           |        |  |              |        |   |  |    |         |   |  |   |            | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                                                              |  |          |            |               |  |               |             |   |  |   |            |  
|--------------------------------------------------------------------------------------------- |  | -------- | ---------- | ------------- |  | ------------- | ----------- | - |  | - | ---------- | -
|                                                                                              |  |          |            | ACCUMULATED   |  |              
|                                                                                              |  |          |            | OTHER         |  | TOTAL        
|                                                                                              |  | RETAINED |            | COMPREHENSIVE |  | SHAREHOLDERS
|                                                                                              |  | EARNINGS |            | (LOSS) INCOME |  | EQUITY       
|                                                                                              |  |          |            |               |  |              
|Balance at January 1, 2000                                                                    |  | $        | 28,601,206 |               |  | ($            | 3,887,371   | ) |  | $ | 86,111,964 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Net income                                                                                    |  |          | 8,770,088  |               |  |               |             |   |  |   | 8,770,088  |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Net unrealized gain on securities available for sale, net of tax
        effect of $814,000   |  |          |            |               |  |               | 1,460,886   |   |  |   | 1,460,886  |  
|                                                                                              |  |          |            |               |  |               |             |   |  |   |            |  
|Comprehensive Income                                                                          |  |          |            |               |  |               |             |   |  |   | 10,230,974 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Exercise of common stock options, including tax benefit                                       |  |          |            |               |  |               |             |   |  |   | 99,508     |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Issuance of common stock                                                                      |  |          |            |               |  |               |             |   |  |   | 192,922    |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Treasury shares acquired                                                                      |  |          |            |               |  |               |             |   |  |   | (107,944   | )
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Cash dividend declared, $.27 per share                                                        |  |          | (1,903,415 | )             |  |               |             |   |  |   | (1,903,415 | )
|                                                                                              |  |          |            |               |  |               |             |   |  |   |            |  
|Balance at September 30, 2000                                                                 |  | $        | 35,467,879 |               |  | ($            | 2,426,485   | ) |  | $ | 94,624,009 |  
|                                                                                              |  |          |            |               |  |               |             |   |  |   |            |  
|Balance at January 1, 1999                                                                    |  | $        | 21,197,999 |               |  | $             | 2,014,013   |   |  | $ | 58,422,213 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Net income                                                                                    |  |          | 6,964,301  |               |  |               |             |   |  |   | 6,964,301  |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Net unrealized loss on securities available for sale, net of tax
        effect of $2,030,000 |  |          |            |               |  |               | (3,940,223  | ) |  |   | (3,940,223 | )
|                                                                                              |  |          |            |               |  |               |             |   |  |   |            |  
|Comprehensive Income                                                                          |  |          |            |               |  |               |             |   |  |   | 3,024,078  |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Exercise of common stock options, including tax benefit                                       |  |          |            |               |  |               |             |   |  |   | 219,017    |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Issuance of common stock                                                                      |  |          |            |               |  |               |             |   |  |   | 334,184    |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Treasury shares acquired                                                                      |  |          |            |               |  |               |             |   |  |   | (180,000   | )
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Treasury shares issued                                                                        |  |          |            |               |  |               |             |   |  |   | 180,000    |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Cash dividend declared, $.24 per share                                                        |  |          | (1,458,617 | )             |  |               |             |   |  |   | (1,458,617 | )
|                                                                                              |  |          |            |               |  |               |             |   |  |   |            |  
|Balance at September 30, 1999                                                                 |  | $        | 26,703,683 |               |  |               | ($1,926,210 | ) |  | $ | 60,540,875 |  
|                                                                                              |  |          |            |               |  |               |             |   |  |   |            |  

See accompanying notes.

5



---



##### Table of Contents






CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |              |           |            |  
|------------------------------------------------ | ----------------------------------------------------------------------------------------- | ------------------------------------------------------------- | -------------------------------------- | ------------ | --------- | --------- | ----------- | ------------ | --------- | ---------- | -
|                                                 |                                                                                           |                                                              
|                                                 |                                                                                           | NINE MONTHS ENDED                                            
|                                                 |                                                                                           | SEPTEMBER 30                                                 
|                                                 |                                                                                           |                                                              
|                                                 |                                                                                           | 2000                                                          |                                        | 1999        
|                                                 |                                                                                           |                                                               |                                        |             
|OPERATING ACTIVITIES:                            |                                                                                           |                                                               |                                        |              |           |           |             |             
|                                                
|                                                
|                                                
|                                                
|                                                 | Net Income                                                                                |                                                               | $                                      | 8,770,088    |           |           | $           | 6,964,301    |          
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net income to net cash provided by
        operating activities: |                                                               |                                        |              |           |           |             |              |          
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Provision for loan losses                                     |                                        |              | 1,375,000 |           |             |              | 1,600,000 |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Depreciation and amortization                                 |                                        |              | 635,043   |           |             |              | 577,503   |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Amortization and accretion of security premiums and discounts |                                        |              | (57,326   | )         |             |              | (34,656   | )         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Loss (gain) on sale of investment securities                  |                                        |              | 407       |           |             |              | (35,846   | )         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Deferred income tax expense                                   |                                        |              | (467,500  | )         |             |              | (544,000  | )         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Changes in assets and liabilities:                            |                                        |              |           |           |             |              |           |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                               | Interest receivable and other assets   |              |           | (697,209  | )           |              |           | (2,210,311 | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                               | Interest payable and other liabilities |              |           | 4,022,862 |             |              |           | 4,544,241  |  
|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |             
|                                                 | Total adjustments                                                                         |                                                               |                                        | 4,811,277    |           |           |             | 3,896,931    |          
|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |             
|                                                 | Net cash provided by operating activities                                                 |                                                               |                                        | 13,581,365   |           |           |             | 10,861,232   |          
|                                                
|                                                
|                                                
|                                                
|INVESTING ACTIVITIES:                            |                                                                                           |                                                               |                                        |              |           |           |             |             
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of available-for-sale securities                                                |                                                               |                                        | (14,360,092  | )         |           |             | (63,089,502  | )        
|                                                
|                                                
|                                                
|                                                
|                                                 | Net increase in loans                                                                     |                                                               |                                        | (101,383,208 | )         |           |             | (99,607,679  | )        
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchase of bank premises and equipment                                                   |                                                               |                                        | (379,093     | )         |           |             | (532,022     | )        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sales and calls of securities available-for-sale                            |                                                               |                                        | 10,947,368   |           |           |             | 18,009,751   |          
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from maturities of securities available-for-sale                                 |                                                               |                                        | 1,753,366    |           |           |             | 5,113,898    |          
|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |             
|                                                 | Net cash used in investing activities                                                     |                                                               |                                        | (103,421,659 | )         |           |             | (140,105,554 | )        
|                                                
|                                                
|                                                
|                                                
|FINANCING ACTIVITIES:                            |                                                                                           |                                                               |                                        |              |           |           |             |             
|                                                
|                                                
|                                                
|                                                
|                                                 | Net increase in deposits                                                                  |                                                               |                                        | 71,175,137   |           |           |             | 80,506,080   |          
|                                                
|                                                
|                                                
|                                                
|                                                 | Net increase in other borrowings                                                          |                                                               |                                        | 11,743,734   |           |           |             | 33,929,083   |          
|                                                
|                                                
|                                                
|                                                
|                                                 | Issuance of common stock                                                                  |                                                               |                                        | 292,430      |           |           |             | 553,201      |          
|                                                
|                                                
|                                                
|                                                
|                                                 | Treasury shares acquired                                                                  |                                                               |                                        | (107,944     | )         |           |             | (180,000     | )        
|                                                
|                                                
|                                                
|                                                
|                                                 | Treasury shares issued                                                                    |                                                               |                                        | 0            |           |           |             | 180,000      |          
|                                                
|                                                
|                                                
|                                                
|                                                 | Cash dividends paid                                                                       |                                                               |                                        | (1,902,519   | )         |           |             | (1,456,050   | )        
|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |             
|                                                 | Net cash provided by financing activities                                                 |                                                               |                                        | 81,200,838   |           |           |             | 113,532,314  |          
|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |             
|Decrease in cash and cash equivalents            |                                                                                           |                                                               | (8,639,456                             | )            |           |           | (15,712,008 | )           
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                                           |                                                               | 28,935,827                             |              |           |           | 29,262,969  |             
|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |             
|Cash and cash equivalents at end of period       |                                                                                           | $                                                             | 20,296,371                             |              |           | $         | 13,550,961  |             
|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |             
|Supplemental disclosures:                        |                                                                                           |                                                               |                                        |              |           |           |             |             
|                                                
|                                                
|                                                
|                                                
|                                                 | Interest paid                                                                             |                                                               | $                                      | 34,919,304   |           |           | $           | 25,870,286   |          
|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |             
|                                                 | Income taxes paid                                                                         |                                                               | $                                      | 4,585,500    |           |           | $           | 3,535,000    |          
|                                                 |                                                                                           |                                                               |                                        |              |           |           |             |             

See accompanying notes.

6



---



##### Table of Contents



CAPITAL HOLDINGS, INC.




NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000


Basis Of Presentation

The unaudited consolidated financial statements include the
accounts of Capital Holdings, Inc. (the Company) and its
wholly-owned subsidiaries, Capital Bank, N.A. (the Bank) and
CBNA Building Company, which is a real estate subsidiary that
owns and leases to the Bank, its only operating facility. The
Bank conducts business in northwestern Ohio and southeastern
Michigan as a national banking association and focuses on
corporate, executive and professional customers, with the
primary emphasis on deposits from and commercial loans to
businesses and professionals. The Company operates primarily in
one business segment as a focused commercial business lender.

The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions of Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. All
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Certain
reclassifications have been made to prior year amounts to
conform to the current year presentation. All significant
intercompany balances and transactions have been eliminated in
the consolidated financial statements. The preparation of
financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect amounts reported
in the financial statements. Actual results could differ from
those estimates. For further information refer to the
consolidated financial statements and notes thereto appearing in
the Companys annual report on Form 10-K for the year
ended December 31, 1999.

The Bank is subject to the regulations of certain federal
agencies and undergoes periodic examinations by those regulatory
authorities.

The Banks maximum exposure to credit losses for loan
commitments and standby letters of credit outstanding at
September 30, 2000 was $323,202,000 and $32,877,000,
respectively, compared to $287,875,000 and $32,459,000,
respectively, at December 31, 1999. The increase in loan
commitments is due to the increased activity from corporate
borrowers as well as from the increase in owner-occupied,
commercial and industrial real estate construction.

7



---



##### Table of Contents



CAPITAL HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 
CONTINUED


Subsequent Event

On October 24, 2000, the Company executed an Affiliation
Agreement with Fifth Third Bancorp (Fifth Third).
Under the terms of the agreement, on the effective date of the
merger of the Company with and into Fifth Third (the
Merger), each outstanding share of the
Companys common stock will be converted into .638 shares
of common stock of Fifth Third. The Merger is intended to
qualify as a tax free reorganization for federal income tax
purposes and is to be accounted for under the purchase method of
accounting. The Merger is subject to approval by the
shareholders of the Company and is subject to certain regulatory
approvals. Fifth Third had total assets of $44.4 billion and
total deposits of $25.5 billion at September 30, 2000.
The transaction is expected to be completed late in the first
quarter of 2001.

8



---



##### Table of Contents



CAPITAL HOLDINGS, INC.




MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION

AND RESULTS OF OPERATIONS


The following discussion and related financial data for the
Company provides an overview of the financial condition and
results of operations of the Company and its subsidiaries. The
principal subsidiary of the Company is Capital Bank, N.A., which
is in its twelfth year of operation and had total assets of
$1,084,667,000 at September 30, 2000.

Consolidated net income for the first nine months of 2000 was
$8,770,000 compared to $6,964,000 for the first nine months of
1999, representing a 25.9% increase. For the third quarter, the
Company had net income of $3,134,000, an increase of 20.4%
compared to earnings of $2,604,000 in the third quarter of 1999.
The increase in net income was a direct result of a 17.3% growth
in earning assets from September 30, 1999 to
September 30, 2000, continued high credit quality and a
continued emphasis on maintaining a high level of operating
efficiency.

Earnings per share comparisons were impacted from a secondary
stock offering by the Company in late 1999. The number of average
common shares outstanding in the third quarter of 2000 was 16% higher
than the third quarter of 1999 due primarily to the stock
offering. As a result, third quarter 2000 net income on a basic per
share basis reflected a 2.3% increase to $.44 from $.43 in the third
quarter of last year. On a diluted basis, net income per share increased 2.4% to $.43 from $.42 for the same period last year. For the first nine months of the year compared
to the same period last year, basic and diluted earnings per share
grew 8% and 7%, respectively. Return on average assets was 1.15% and
return on average equity was 13.48% for the quarter. This compares to
1.14% and 17.28%, respectively, for the third quarter in 1999. The
comparison of return on average equity was also impacted by the 1999 equity offering.

Balance Sheet Analysis

Loan growth, net of participations sold, was $101,328,000 since December 31,
1999, representing an 18.7% annualized growth. The
increase in loans occurred primarily from strong loan demand and
business development efforts. The allowance for loan losses at
September 30, 2000, was $11,846,000 or 1.44% of total
loans, compared to 1.45% of total loans at December 31,
1999 and 1.44% of total loans at September 30, 1999. The
allowance for loan losses is the estimated amount, which in the
opinion of management, will be adequate to absorb potential loan
losses in the loan portfolio. Loans charged off during the third
quarter of 2000 amounted to only $106. Loans over 90 days past
due as to principal and interest and still in an accrual status
were approximately $222,000 at quarter end. There were $662,000
of nonaccruing loans at quarter end.

Investment securities available for sale totaled $227,928,000 or
21.0% of total assets at September 30, 2000, and
$218,649,000 or 23.7% of total assets at September 30,
1999. The investment quality of the securities portfolio remains
very high with 83.3% of the portfolio comprised of U.S. Treasury
and Agency securities. The Bank has no investments in high-risk
derivative instruments. The Banks portfolio has a weighted
average adjusted maturity of

9



---



##### Table of Contents



CAPITAL HOLDINGS, INC.


MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION

AND RESULTS OF OPERATIONS  CONTINUED


approximately 3.9 years. A net unrealized gain of $1,461,000 (net of tax) for the investment portfolio occurred during the nine months ended
September 30, 2000.

The Company uses a combination of funding sources to facilitate
the growth in earning assets. Average deposits for the third
quarter of 2000, excluding brokered deposits, grew $77,519,000
over the third quarter of 1999. Average brokered certificates of
deposits for the quarter grew $34,388,000 from the same period a
year ago. The average balance of other borrowings for the
quarter grew $24,807,000 from the third quarter of last year,
primarily from an increase in federal funds purchased.

Results Of Operations

Net interest income for the third quarter of 2000 was $8,302,000
compared to $7,370,000 for the third quarter of 1999,
representing a 12.6% increase.
Net interest income for the first
nine months of 2000 was $24,854,000 compared to $21,100,000 for
the first nine months of 1999, representing a 17.8% increase.
The quarter and year-to-date increases in net interest income
were due largely to a higher volume of loans in 2000 compared to
the same periods last year. The net interest margin on a fully
tax equivalent basis for the first nine months of 2000 was
3.36%, compared to 3.43% for the first nine months of 1999. The
modest decrease in the margin was due principally to the rise in
the average cost of liabilities, driven by Federal Reserve rate
increases since June 1999, slightly outpacing the increase
in the average yield on earning assets.

The provision for loan losses for the third quarter of 2000 was
$255,000 compared to $475,000 during the third quarter of 1999.
The provision expense for the quarter maintained the loan loss
reserve ratio at 1.44% at quarter-end compared to 1.44% at the
end of the third quarter last year. The provision for loan
losses for the first nine months of 2000 was $1,375,000 compared
to $1,600,000 during the first nine months of 1999.

Non-interest and fee based income was
lower in the third quarter of 2000 compared to the same period in 1999
due to a non-recurring gain last year. Excluding the effect of this
non-recurring gain, non-interest and fee based income would have been
22.2% higher for the quarter this year compared to last year.

Non-interest expenses of the Company have increased in absolute
dollars to support the continued growth of the Bank.
Non-interest expenses were 7.5% higher in the third quarter of
2000 and 10.4% higher for the first nine months of 2000 compared
to the same periods last year. By comparison, net revenues grew
significantly more at 10.5% for the third quarter and 16.2% for
the first nine months of 2000 compared to the same periods last
year. As a percentage of average assets, non-interest expenses
have decreased slightly from 1.66% for the year ended
December 31, 1999, to 1.55% for the nine months ended
September 30, 2000. The Companys efficiency ratio was 46%
for the first nine months of 2000, which is significantly better
than the national peer benchmark of 61%. Salaries and benefits
represented 54.6% of other expenses

10



---



##### Table of Contents



CAPITAL HOLDINGS, INC.


MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION

AND RESULTS OF OPERATIONS  CONTINUED


for the third quarter of 2000, compared to 52.5% for the third
quarter of 1999. Salaries and benefits expense for the three
months ended September 30, 2000 increased 11.8% over the
same period for 1999 and 12.9% for the first nine months of 2000
compared to the same period last year. These increases were due
to a higher staffing level to support earning asset growth of
the bank, a generally higher cost for employee benefits and
normal increases in compensation. Total assets per employee have
increased from $7,728,000 at December 31, 1999, to
$7,976,000 at September 30, 2000.

Other non-interest expenses, excluding salaries and benefits,
increased 2.6% for the third quarter of 2000 and 7.5% for the
first nine months of 2000 compared to the same periods last
year. The overall rise in these expenses has been due, in part,
to increases in volume related expenses such as deposit courier
services, FDIC premiums and merchant charge card services.

Capital

The Company places significant emphasis on the maintenance of
strong capital, which promotes investor confidence and enhances
business growth opportunities. As of September 30, 2000,
the Company had a Total Risk-Based Capital ratio of 12.15%, a
Tier 1 Risk-Based Capital ratio of 10.90%, and a Tier 1 Leverage
Capital ratio of 8.93%. This compares to regulatory capital
requirements of 10%, 6% and 5%, respectively for a well
capitalized institution. At the Bank level, the Total Risk-Based
Capital ratio was 11.28%, the Tier 1 Risk-Based Capital ratio
was 7.34%, and the Tier 1 Leverage Capital ratio was 6.03% at
September 30, 2000.

Shareholders equity has continued to increase from
retained earnings of net income. Cash dividends declared
represented approximately 21.7% of net income for the first nine
months of 2000. A $.09 per share cash dividend was declared each
calendar quarter-end of 2000, payable on the 25th day of the
month following the quarter-end.

11



---



##### Table of Contents



CAPITAL HOLDINGS, INC.


MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION

AND RESULTS OF OPERATIONS  CONTINUED


Other

In June 1998, the FASB issued Statement No. 133.
Accounting for Derivative Instruments and Hedging
Activities. SFAS No. 133 establishes accounting and
reporting standards for hedging activities and for derivative
instruments, including certain derivative instruments embedded
in other contracts. This statement requires a company to
recognize all derivatives as either assets or liabilities in its
balance sheet and measure those instruments at fair value. The
accounting for changes in the fair value of a derivative (i.e.
gains and losses) depends on the intended use of the derivative
and the resulting designation. With the issuance of FASB
Statement No. 137, the effective date of FASB Statement
No. 133 changes to include all fiscal quarters of fiscal
years beginning after June 15, 2000. In June 2000, the
FASB issued Statement No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities  an
amendment of FASB Statement No. 133 which provides
various technical clarifications to the previous guidance.
Presently the Company does not utilize derivative or related
types of financial instruments except for certain Federal agency
collateralized mortgage obligations. Therefore, this Statement
is not anticipated to have a material impact on the Company upon
adoption in the first quarter of 2001.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 was passed
by Congress to encourage corporations to provide investors with
information about its anticipated future financial performance,
goals and strategies. The act provides a safe harbor for such
disclosure, or in other words, protection from unwarranted
litigation, if actual results are not the same as
managements expectations.

The Company desires to provide its shareholders with sound
information about past performance and future trends.
Consequently, this report, including Managements
Discussion and Analysis of Financial Condition and Results of
Operations, contains forward-looking statements including
certain plans, expectations, goals and projections that are
subject to numerous assumptions, risks and uncertainties. Actual
results could differ materially from those contained in or
implied by the Companys statements due to a variety of
factors including: changes in economic conditions; movements in
interest rates; competitive pressures on product pricing and
services; success and timing of business strategies; material
unforeseen changes in the financial condition or results of
operations of the Companys customers; and the nature,
extent and timing of governmental actions and reforms. The
management of the Company encourages readers of this report to
understand forward-looking statements to be strategic objectives
rather than absolute targets of performance.

12



---



##### Table of Contents



CAPITAL HOLDINGS, INC.




PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K



| |     |                                                                                    
| | --- | -----------------------------------------------------------------------------------
| | (a) | Exhibits 
         27  Financial Data Schedule                                     
|
| | (b) | No reports on Form 8-K were filed for the quarter ended
        September 30, 2000.

13



---



##### Table of Contents






SIGNATURES

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



| |                       
| | ----------------------
| | CAPITAL HOLDINGS, INC.

|     |  |          |  |                                               
|---- |  | -------- |  | ----------------------------------------------
|Date |  | 11/14/00 |  | /s/ David L. Mead                             
|     |  |          |  |                                               
|     |  |          |  | David L. Mead                                 
|     |  |          |  | Chief Financial Officer, Senior Vice President

14