FORM 10-QSB

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 (Mark One)

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

                For the quarterly period ended June 30, 2001


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

         For the transition period from ____________ to ____________
         Commission File No. 0-20380

                         FIRST FEDERAL BANCORP, INC.
                         ---------------------------
           (Exact name of registrant as specified in its charter)

                    Ohio                               31-1341110
                    ----                               ----------
      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)             Identification Number)

             505 Market Street
             Zanesville, Ohio                             43701
             -----------------                            -----
          (Address of principal                         (Zip Code)
             executive office)

      Registrant's telephone number, including area code:  (740) 588-2222
      As of July 31, 2001, the latest practicable date, 3,124,941 shares of
the registrant's common stock, no par value, were issued and outstanding.

                             Page 1 of 12 Pages


                         FIRST FEDERAL BANCORP, INC.

                                    INDEX
                                    -----

PART I     FINANCIAL INFORMATION                                       PAGE
                                                                       ----

           Consolidated Statements of Financial Condition                3

           Consolidated Statements of Income                             4

           Consolidated Statements of Cash Flows                         5

           Notes to Consolidated Financial Statements                    6

           Management's Discussion and Analysis of
           Financial Condition and Results of Operations                 8

PART II    OTHER INFORMATION                                            11

           SIGNATURES                                                   12


                                   PART I
                                   ------

                            FINANCIAL INFORMATION
                            ---------------------

                         First Federal Bancorp, Inc.

               CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                               At June 30       At Sept. 30
                                                  2001              2000
                                               ----------       -----------
                                               (unaudited)


                                          <c>               <c>
ASSETS
Cash and amounts due from banks              $  3,689,028      $  4,837,402
Interest-bearing demand deposits                        0                 0
                                             ------------------------------
Cash and cash equivalents                    $  3,689,028      $  4,837,402
Interest-bearing deposits                         985,000         1,386,000
Investment securities held to maturity
 (Fair value - $11,390,000 in 6/01 and
 $11,375,000 in 9/00)                          11,388,209        11,377,928
Loans receivable, net of allowance of
 $1,673,000 and $1,828,000                    199,739,425       207,048,507
Federal Home Loan Bank stock                    4,298,300         4,071,200
Premises and equipment                          6,372,389         6,498,446
Interest receivable and other assets            1,318,967         1,353,849
Other assets                                      909,443           303,271
                                             ------------------------------
      Total Assets                           $228,700,761      $236,876,603
                                             ==============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Deposits                                   $154,411,790      $158,720,119
  Short-term FHLB advances                      5,160,000        29,235,000
  Long-term debt                               47,959,649        28,970,160
  Interest payable                                574,803           625,943
  Other liabilities                             1,093,436         1,207,687
                                             ------------------------------
      Total Liabilities                      $209,199,678      $218,758,909
                                             ------------------------------
Commitments and Contingencies
Stockholders' Equity
  Preferred stock:  $100 par value;
   1,000,000 shares authorized; no
   shares issued and outstanding
  Common stock: no par value; 9,000,000
   shares authorized; 3,303,400
   shares issued; 3,124,941 shares
   outstanding in 06/01 and 3,113,321
   in 9/00                                   $  3,743,514      $  3,736,076
  Retained earnings                            16,695,919        15,345,127
  Treasury shares, 178,459 shares in
   06/01 and 190,079 in 9/00, at cost            (938,350)         (963,509)
                                             ------------------------------
      Total Stockholders' Equity             $ 19,501,083      $ 18,117,694
                                             ------------------------------

      Total Liabilities and Stockholders'
       Equity                                $228,700,761      $236,876,603
                                             ==============================
</TABLE>

See Notes to the Consolidated Financial Statements.


                         First Federal Bancorp, Inc.
                      CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                   Three Months Ended                Nine Months Ended
                                                        June 30                           June 30
                                                  --------------------             ---------------------
                                                  2001            2000             2001             2000
                                                  ----            ----             ----             ----
                                                      (unaudited)                       (unaudited)


                                            <c>             <c>             <c>              <c>
INTEREST INCOME
  Loans receivable                             $4,323,160      $4,114,410      $13,223,747      $11,645,128
  Investment securities                           232,602         241,013          782,029          680,984
  Deposits with financial institutions             31,490          22,509           79,315           46,824
                                               ------------------------------------------------------------
      Total Interest Income                     4,587,252       4,377,932       14,085,091       12,372,936
                                               ------------------------------------------------------------
INTEREST EXPENSE
  Deposits                                      1,756,749       1,643,718        5,619,018        4,483,692
  Borrowed money                                  710,443         901,568        2,414,000        2,552,530
                                               ------------------------------------------------------------
      Total Interest Expense                    2,467,192       2,545,286        8,033,018        7,036,222
                                               ------------------------------------------------------------
      Net Interest Income                       2,120,060       1,832,646        6,052,073        5,336,714
      Provision for Loan Losses                    19,884          70,871           29,397          115,959
                                               ------------------------------------------------------------
      Net Interest Income After Provision
       for Loan Losses                          2,100,176       1,761,775        6,022,676        5,220,755
                                               ------------------------------------------------------------
OTHER INCOME
  Service charges on deposit accounts              92,670         109,951          279,772          297,601
  Net gains on loan sales                         309,974           1,424          344,592            4,785
  Other income                                    191,503         160,506          526,594          486,437
                                               ------------------------------------------------------------
      Total Noninterest Income                    594,147         271,881        1,150,958          788,823
                                               ------------------------------------------------------------
OTHER EXPENSE
  Salaries and employee benefits                  697,239         593,375        2,007,367        1,794,403
  Occupancy and equipment expense                 235,383         232,816          697,352          706,176
  Data processing expense                         162,008         126,641          469,694          390,689
  Deposit insurance expense                        22,628          20,507           66,795           76,403
  Advertising                                      63,272          83,394          187,756          223,179
  Ohio franchise taxes                             55,252          52,357          162,130          160,922
  Other operating expenses                        271,293         274,545          824,004          822,184
                                               ------------------------------------------------------------
      Total Other Expenses                      1,507,075       1,383,635        4,415,098        4,173,956
                                               ------------------------------------------------------------
      Income Before Income Taxes                1,187,248         650,021        2,758,536        1,835,622
      Income Tax Expense                          413,893         231,374          968,527          662,479
                                               ------------------------------------------------------------
      Net Income                               $  773,355      $  418,647      $ 1,790,009      $ 1,173,143
                                               ============================================================
EARNINGS PER SHARE
  Basic                                        $      .25      $      .13      $       .57      $       .37
                                               ------------------------------------------------------------
  Diluted                                      $      .23      $      .13      $       .54      $       .35
                                               ------------------------------------------------------------
WEIGHTED AVERAGE COMMON AND
 COMMON EQUIVALENT SHARES
  Basic                                         3,118,169       3,164,294        3,116,020        3,180,679
                                               ------------------------------------------------------------
  Diluted                                       3,305,291       3,313,140        3,294,792        3,335,376
                                               ------------------------------------------------------------
DIVIDENDS DECLARED PER SHARE                   $     .045      $      .04      $       .13      $       .12
                                               ------------------------------------------------------------
</TABLE>

See Notes to the Consolidated Financial Statements.


                         First Federal Bancorp, Inc.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                   Nine Months Ended
                                                                   ------------------
                                                                        June 30
                                                                 --------------------
                                                                 2001            2000
                                                                 ----            ----
                                                                      (unaudited)


                                                          
             

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                 $  1,790,009    $  1,173,143
    Adjustments to reconcile net income to net cash
     provided by operating activities:
      Provision for loan losses                                    29,397         115,959
      Depreciation                                                446,659         448,256
      Federal Home Loan Bank stock dividends                     (227,100)       (205,800)
      Amortization of net premiums (discounts) on
       investment securities                                      (95,475)       (102,763)
      Mortgage loans originated for sale                      (13,746,600)       (431,200)
      Proceeds from sale of mortgage loans                     13,746,600         431,200
      Gain on Sale of Loans                                       344,592           4,785
      Change in other assets and other liabilities               (685,541)       (130,715)
                                                             ----------------------------

        Net Cash Provided by Operating Activities               1,602,541       1,302,865
                                                             ----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of investment securities            22,310,773      13,576,533
  Purchases of investment securities/FHLB stock               (21,910,372)    (13,287,036)
  Loans originated, net of principal repayments                 6,729,473     (25,844,049)
  Principal collected on mortgage-backed securities                85,793         171,954
  Sale of real estate owned / repossessed assets                  213,058         166,478
  Purchases of premises and equipment                            (320,604)       (108,723)
                                                             ----------------------------

        Net Cash Provided (Used) for Investing Activities       7,108,121     (25,324,843)
                                                             ----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net change in deposit accounts                               (4,308,329)      5,643,156
  Net change in advance payments by borrowers for taxes
   and insurance                                                  (51,140)       (113,502)
  Net change in borrowed funds with original maturities
   of less than three months                                  (24,075,000)     18,160,100
  Proceeds (repayment) of long-term FHLB advances              18,989,489      (1,000,000)
  Cash dividends paid                                            (405,456)       (380,683)
  Proceeds from exercise of options                                15,175          21,438
  Purchase of treasury shares                                     (23,775)       (420,528)
                                                             ----------------------------

        Net Cash Provided (Used) by Financing Activities       (9,859,036)     21,909,981
                                                             ----------------------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                        (1,148,374)     (2,111,997)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                4,837,402       5,380,233
                                                             ----------------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  3,689,028    $  3,268,236
                                                             ============================

</TABLE>

See Notes to the Consolidated Financial Statements.


FIRST FEDERAL BANCORP, INC.
Notes to Consolidated Financial Statements
(unaudited)

1.    Basis of Presentation
      ---------------------

The accompanying unaudited Consolidated Financial Statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-QSB.  The Form
10-QSB does not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements.
Only material changes in financial condition and results of operations are
discussed in Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The consolidated Statement of Financial Condition of First Federal Bancorp,
Inc. ("Bancorp"), as of September 30, 2000 has been derived from the audited
statement of financial condition of the Bancorp as of that date.

In the opinion of management, the Consolidated Financial Statements contain
all adjustments necessary to present fairly the financial condition of
Bancorp, as of June 30, 2001, and September 30, 2000, and the results of its
operations for the three and nine months ended June 30, 2001, and 2000, and
its cash flow for the nine months ended June 30, 2001 and 2000.  The results
of operations for the interim periods reported herein are not necessarily
indicative of results of operations to be expected for the entire year.

2.    Commitments
      -----------

Outstanding commitments to originate mortgage loans and to sell mortgage
loans were $3,413,480 and $968,785 respectively, at June 30, 2001, and
$645,487 and $0 respectively at September 30, 2000.

3.    Earnings Per Common Share
      -------------------------

Basic earnings per share is based on net income divided by the weighted
average number of shares outstanding during the period.  Diluted earnings
per share shows the dilutive effect of additional common shares issuable
under stock options.

4.    Allowance for Losses on Loans
      -----------------------------

Because some loans may not be repaid in full, an allowance for loan losses
is recorded.  Increases to the allowance are recorded by a provision for
loan losses charged to expense.  Estimating the risk of loss and the amount
of loss on any loan is necessarily subjective.  Accordingly, the allowance
is maintained by management at a level considered adequate to cover probable
losses that are currently anticipated based on past loss experience, general
economic conditions, information about specific borrower situations,
including their financial position and collateral values, and other factors
and estimates which are subject to change over time.  While management may
periodically allocate portions of the allowance for specific problem loan
situations, the whole allowance is available for any loan charge-offs that
occur.  A loan is charged-off by management as a loss when deemed
uncollectible, although collection efforts continue and future recoveries
may occur.

Loans are considered impaired if full principal or interest payments are not
anticipated.  Impaired loans are carried at the present value of expected
cash flows discounted at the loan's effective interest rate or at the fair
value of the collateral if the loan is collateral dependent.  A portion of
the allowance for loan losses may be allocated to impaired loans.

Smaller-balance, homogeneous loans are evaluated for impairment in total.
Such loans include residential first mortgage loans secured by one- to four-
family residences, residential construction loans, and automobile, home
equity and second mortgage loans.  Mortgage loans secured by other
properties are evaluated individually for impairment.  When analysis of
borrower operating results and financial condition indicates that underlying
cash flows of the borrower's business are not adequate to meet its debt
service requirements, the loan is evaluated for impairment. Loans are
generally moved to nonaccrual status when 90 days or more past due.  These
loans are often also considered impaired.  Impaired loans, or portions
thereof, are charged-off when deemed uncollectible.  The nature of
disclosures for impaired loans is considered generally comparable to prior
nonaccrual and renegotiated loans and nonperforming and past-due asset
disclosures.  The Savings Bank had no loans meeting the definition of
impaired during the quarter ended June 30, 2001, and the year ended
September 30, 2000.


                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General
-------
First Federal Bancorp, Inc. ("Bancorp"), is a savings and loan holding
company that wholly owns First Federal Savings Bank of Eastern Ohio (the
"Savings Bank").  The Savings Bank is engaged in the savings and loan
business primarily in Central and Eastern Ohio.  The Savings Bank is a
member of the Federal Home Loan Bank ("FHLB") of Cincinnati, and the deposit
accounts in the Savings Bank are insured up to the applicable limits by the
Federal Deposit Insurance Corporation in the Savings Association Insurance
Fund ("SAIF").

Note Regarding Forward-Looking Statements
-----------------------------------------
In addition to historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties.  Economic circumstances, First Federal's operations and First
Federal's actual results could differ significantly from those discussed in
the forward-looking statements.  Some of the factors that could cause or
contribute to such differences are discussed herein but also include changes
in the economy and interest rates in the nation and First Federal's market
area generally.  See Exhibit 99.2 hereto, which is incorporated herein by
reference.  Some of the forward-looking statements included herein are the
statements regarding the following:

      1.    Management's determination of the amount of loan loss allowance;

      2.    Management's belief that deposits will remain stable during fiscal
            year 2001;

      3.    Management's anticipation that loan demand will remain stable, but
            that the loan portfolio will decline as lower interest rates make
            fixed-rate mortgages more attractive; and

      4.    Management's anticipation that interest income will be reduced if
            interest rates remain low.

Changes in Financial Condition from September 30, 2000 to June 30, 2001
-----------------------------------------------------------------------
Total consolidated assets of Bancorp decreased by $8.2 million, or 3.45%,
from $236.8 million at September 30, 2000, to $228.7 million at June 30,
2001.  The decrease is due primarily to a decrease of $7.3 million in loans
receivable, and a decrease of $1.1 million in cash and cash equivalents,
offset by an increase of $.2 million in FHLB stock.

Total liquidity (consisting of cash and amounts due from depository
institutions, interest-bearing deposits in other banks, and investment
securities) was $16.1 million at June 30, 2001, which is a decrease of $1.5
million from September 30, 2000.  The regulatory liquidity of the Savings
Bank was 4.38% at June 30, 2001 and 4.83% at September 30, 2000.  Funds are
available through FHLB advances to meet the Savings Bank's liquidity needs.

The loans receivable balance decreased $7.3 million for the nine-month
period.  As rates decreased, consumer demand for adjustable-rate mortgages
has decreased and the demand for fixed-rate mortgages has increased.  The
Savings Bank has not retained these fixed-rate mortgages in its portfolio as
they do not meet the requirement of its Strategic Plan.  Management
anticipates that loan demand will remain stable but that the mortgage loan
portfolio will decrease as lower interest rates make fixed-rate mortgages
more attractive.  No assurance can be provided, however, that the loan
portfolio will decline or that loan demand will remain stable as loan demand
is affected by interest rates, nationally and locally, and economic
conditions beyond the control of Bancorp.

As of June 30, 2001, the Savings Bank had borrowed funds from the FHLB in
the amount of $53.1 million at a weighted average rate of 5.7%.  FHLB
advances decreased $5.1 million from $58.2 million at September 30, 2000.
The Savings Bank has obtained a line of credit at the discount window of the
Federal Reserve System for $19.7 million secured by consumer auto loans,
although there was no balance owed on the line of credit as of June 30,
2001.  Deposits decreased by $4.3 million, or 2.71%, from $158.7 million at
September 30, 2000, to $154.4 million at June 30, 2001.  The decrease in
savings was due to a decrease in certificates of deposit.  Management
believes that deposits will remain stable during fiscal year 2001.  No
assurance can be provided, however, that deposits will remain stable.
Deposit levels are affected by national, as well as local, interest rates,
the attractiveness of alternative investments and other national and local
economic circumstances.

The Savings Bank is subject to regulatory capital requirements established
by the Office of Thrift Supervision ("OTS").  The Savings Bank's capital
ratios were as follows at June 30, 2001.

<TABLE>
<CAPTION>
                                             Amount        Percent of
                                         (In Thousands)      Assets
                                         --------------    ----------

      
                                   <c>              <c>
      Actual Tangible Capital               $17,583           7.66%
      Required Tangible Capital               3,441           1.50%
                                            ----------------------
      Excess Tangible Capital               $14,142           6.16%

      Actual Core Capital                   $17,583           7.66%
      Required Core Capital (1)               9,177           4.00%
                                            ----------------------
      Excess Core Capital                   $ 8,406           3.66%

      Actual Risk Based Capital             $18,994          12.35%
      Required Risk Based Capital            12,306           8.00%
                                            ----------------------
      Excess Risk Based Capital             $ 6,688           4.35%

<FN>
<F1>  Although the general required minimum core capital is 4.00%, savings
      associations that meet certain requirements may be permitted to
      maintain minimum core capital of 3.00%.
</FN>
</TABLE>

Management is not aware of any proposed regulations or recommendations by
the OTS that, if implemented, would have a material effect upon the Savings
Bank's capital.

In August 1996, Congress passed legislation repealing the reserve method of
accounting used by many thrifts to calculate their bad debt reserve for
federal income tax purposes and requiring any bad debt reserves taken after
1987, using the percentage of taxable income method, be included in future
taxable income of the association over a six-year period.  A two-year delay
is permitted for institutions meeting a residential mortgage loan
origination test.  At September 30, 2000, First Federal had approximately
$1.6 million in bad debt reserves subject to recapture for federal income
tax purposes.  The deferred tax liability related to the recapture was
established in prior years, so First Federal's net income will not be
negatively affected by this legislation.

Comparison of Operating Results for the
 Three- and Nine-Month Periods Ended June 30, 2001, and 2000
------------------------------------------------------------
Net interest income before provision for loan losses increased $287,000 for
the three-month comparative periods and $715,300 for the comparative nine-
month periods.  Total interest expense decreased $78,100 for the three-month
period and increased $997,000 for the nine-month period ended June 30, 2001,
compared to the same periods in 2000.  Total interest income increased
primarily due to an increase in the interest earned on loans receivable.
Loans receivable decreased $4.8 million to $199.7 million at June 30, 2001
from $204.5 million at June 30, 2000, but the average loans outstanding
increased $11.7 million to $202.8 million during the nine months ended June
30, 2001 from $191.1 million for the nine months ended June 30, 2000
resulting in more interest income.

With the recent lowering of rates, many loan customers have chosen fixed-
rate loans over adjustable-rate loans.  This has resulted in selling more
loans in the secondary market versus keeping the loans in the savings bank's
portfolio.  If interest rates remain low and the savings bank continues to
sell the fixed-rate loans, interest income will be reduced as will the
outstanding portfolio.  No assurance can be provided, however, that interest
rates will remain lower.  Interest rates are affected by general, local and
national economic conditions, the policies of various regulatory authorities
and other factors beyond the control of First Federal.

Nonperforming and Delinquent Loans and Allowance for Loan Losses
----------------------------------------------------------------
Total nonaccrual loans and accruing loans that are 90 days past due totaled
$503,000 at June 30, 2001, which represents .25% of total loans.  This
amount was an  increase of $365,000 from June 30, 2000.

There were no loans that are not currently classified as nonaccrual, 90 days
past due or restructured but which may be so classified in the near future
because management has concerns as to the ability of the borrowers to comply
with repayment terms.

The Savings Bank maintains an allowance for losses on loans.  The allowance
for losses on loans was $1,672,684 at June 30, 2001, compared to $1,813,038
at June 30, 2000.  During the nine-month periods ended June 30, 2001, and
June 30, 2000, the Savings Bank recorded recoveries of $23,510 and $31,901
and charge-offs of $208,173 and $155,821 respectively.  The provisions for
loan losses during the nine-month periods ended June 30, 2001, and 2000,
were $29,397 and $115,959 respectively

Noninterest Income and Expense
------------------------------
Total noninterest income increased $322,300 for the three-month period and
$362,100 for the nine-month period ended June 30, 2001, compared to the same
period in 2000.  The primary reason noninterest income increased is due to
the Savings Bank adjusting for FASB 125 "Accounting for Transfers on
Servicing of Financial Assets and Extinguishment of Liabilities" (FASB 125)
during the three-month period ending June 30, 2001.  The cumulative effect
of the $298,000 was recorded as gain on loans sold.

Total noninterest expenses increased $123,400 for the three-month period and
increased $241,100 for the nine-month period ended June 30, 2001, compared
to the same period in 2000.  Salaries and benefits increased $103,900 for
the three-month period and $213,000 for the nine-month period ended June
2001 due to increased staff and normal pay increases.  Data processing
increased $35,000 for the three-month period and $79,000 for the nine-month
period due to the Savings Bank accruing for expenses related to the change
of service bureaus.  Advertising expense decreased $35,000 due to a
transition to a new marketing company.

The federal income tax provision increased $182,500 for the three-month
period and $306,000 for the nine-month period ended June 30, 2001, compared
to the same period in 2000 due to an increase in pre-tax net income for the
period.

Impact of Inflation and Changing Prices
---------------------------------------
The financial statements and related data presented herein have been
prepared in accordance with generally accepted accounting principles
("GAAP"), which require the measurement of financial position and results of
operations in terms of historical dollars without considering changes in
relative purchasing power of money over time because of inflation.

Unlike most industrial companies, virtually all of the assets and
liabilities of First Federal are monetary in nature.  As a result, interest
rates have a more significant impact on First Federal's performance than the
effects of general levels of inflation.  Interest rates do not necessarily
move in the same direction or in the same magnitude as the prices of goods
and services.

Effect of Accounting Changes
----------------------------
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  SFAS No. 133 standardizes the
accounting for derivative instruments, including certain derivative
instruments embedded in other contracts.  Under the standard, entities are
required to carry all derivative instruments in the statement of financial
position at fair value.  The accounting for changes in the fair value (i.e.
gains or losses) of a derivative instrument depends on whether it has been
designated and qualifies as part of a hedging relationship and, if so, on
the reason for holding it.  If certain conditions are met, entities may
elect to designate a derivative instrument as a hedge of exposures to
changes in fair value, cash flows, or foreign currencies.  If the hedged
exposure is a fair value exposure, the gain or loss on the derivative
instrument is recognized in earnings in the period of change together with
the offsetting loss or gain on the hedged item attributable to the risk
being hedged.  If the hedged exposure is a cash flow exposure, the effective
portion of the gain or loss on the derivative instrument is reported
initially as a component of other comprehensive income (outside earnings)
and subsequently reclassified into earnings when the forecasted transaction
affects earnings.  Any amounts excluded from the assessment of hedge
effectiveness as well as the ineffective portion of the gain or loss are
reported in earnings immediately.  Accounting for foreign currency hedges is
similar to accounting for fair value and cash flow hedges.  If the
derivative instrument is not designated as a hedge, the gain or loss is
recognized in earnings in the period of change.  SFAS No. 133, as amended,
is effective for fiscal years beginning after June 15, 2000.  This Statement
will not have a material effect on the Company.


                                   PART II

                              OTHER INFORMATION
                              -----------------

ITEM 1.    LEGAL PROCEEDINGS
           -----------------
           Not applicable

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS
          -----------------------------------------
          Not applicable

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          -------------------------------
          Not applicable

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------
          Not applicable

ITEM 5.   OTHER INFORMATION
          -----------------
          Not applicable

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------
          Exhibit 99.2   Safe Harbor Under the Private Securities Litigation
                         Reform Act of 1995

          No reports on Form 8-K were filed during the quarter for which
          this report is filed.


                                 SIGNATURES
                                 ----------

Pursuant to the requirements of 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.

Date:  August 14, 2001                 By:  /s/ J. William Plummer
                                            ------------------------------
                                            J. William Plummer
                                            President

Date:  August 14, 2001                 By:  /s/ Connie Ayres LaPlante
                                            ------------------------------
                                            Connie Ayres LaPlante
                                            Chief Financial Officer