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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

|(Mark One) |                                                                                                                                         
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------
|/x/        | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended December 31, 2000
|/ /        | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from  to                                      

Commission File Number: 001-15215

SPECTRUM BANCORPORATION, INC.(Exact name of registrant as specified in its charter)

Iowa(State or other jurisdiction
of incorporation or organization)

42-0867112(I.R.S. Employer
Identification No.)


10834 Old Mill Road, Suite One, Omaha, NE 68154(Address of principal executive office) (Zip code)

(402) 333-8330(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
past 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 past 90 days.
Yes /x/ No / /

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

Class
Outstanding at February 12, 2001

|Common Stock, $1.00 par value |  | 79,068
|----------------------------- |  | ------

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SPECTRUM BANCORPORATION, INC.  INDEX TO 10-Q FOR THE QUARTERLY  PERIOD ENDED DECEMBER 31, 2000

|         |  |                       |  |                                                                                                            |  | PAGE
|-------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | ----
|PART I:  |  | FINANCIAL INFORMATION |  |                                                                                                           
|         |  | ITEM 1:               |  | FINANCIAL STATEMENTS                                                                                       |  | 3   
|         |  |                       |  | Consolidated Balance Sheets at December 31, 2000 and June 30, 2000 (unaudited)                             |  | 3   
|         |  |                       |  | Consolidated Statements of IncomeThree months ended December 31, 2000 and December 31, 1999 (unaudited)   |  | 4   
|         |  |                       |  | Consolidated Statements of IncomeSix months ended December 31, 2000 and December 31, 1999 (unaudited)     |  | 5   
|         |  |                       |  | Consolidated Statements of Cash FlowsSix months ended December 31, 2000 and December 31, 1999 (unaudited) |  | 6   
|         |  |                       |  | Notes to Consolidated Financial Statements                                                                 |  | 7   
|         |  | ITEM 2:               |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                      |  | 8   
|         |  | ITEM 3:               |  | Quantitative and Qualitative Disclosures about Market Risk                                                 |  | 11  
|PART II: |  | OTHER INFORMATION     |  |                                                                                                           
|         |  | ITEM 1:               |  | LEGAL PROCEEDINGS                                                                                          |  | 13  
|         |  | ITEM 2:               |  | CHANGES IN SECURITIES AND USE OF PROCEEDS                                                                  |  | 13  
|         |  | ITEM 3:               |  | DEFAULTS UPON SENIOR SECURITIES                                                                            |  | 13  
|         |  | ITEM 4:               |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                        |  | 13  
|         |  | ITEM 5:               |  | OTHER INFORMATION                                                                                          |  | 13  
|         |  | ITEM 6:               |  | EXHIBITS AND REPORTS ON FORM 8-K                                                                           |  | 13  
|         |  |                       |  | SIGNATURES                                                                                                 |  | 14  

2

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PART I  FINANCIAL INFORMATION

SPECTRUM BANCORPORATION, INC.  Consolidated Balance Sheets  (In thousands except share data)  (unaudited)

|                                      |                                                                                                                                                                            | December 31,
2000          |                | June 30,
2000 |        
|------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | -------------- | ------------- | -------
|Assets                                |                                                                                                                                                                            |                            |                |               |        
|Cash and due from banks               |                                                                                                                                                                            | $                          | 32,369         |               | $      
|Federal funds sold                    |                                                                                                                                                                            |                            | 51,432         |               |        
|                                      |                                                                                                                                                                            |                            |                |               |        
|                                      | Total cash and cash equivalents                                                                                                                                            |                            |                | 83,801        |        
|Certificates of deposit               |                                                                                                                                                                            |                            | 5,263          |               |        
|Securities available for sale         |                                                                                                                                                                            |                            | 147,827        |               |        
|Loans receivable, net                 |                                                                                                                                                                            |                            | 685,275        |               |        
|Premises and equipment, net           |                                                                                                                                                                            |                            | 20,227         |               |        
|Accrued interest receivable           |                                                                                                                                                                            |                            | 11,032         |               |        
|Cost in excess of net assets acquired |                                                                                                                                                                            |                            | 9,855          |               |        
|Other assets                          |                                                                                                                                                                            |                            | 7,066          |               |        
|                                      |                                                                                                                                                                            |                            |                |               |        
|                                      |                                                                                                                                                                            | $                          | 970,346        |               | $      
|                                      |                                                                                                                                                                            |                            |                |               |        
|Liabilities and Stockholders' Equity  |                                                                                                                                                                            |                            |                |               |        
|Liabilities:                          |                                                                                                                                                                            |                            |                |               |        
|                                      | Deposits                                                                                                                                                                   |                            |                |               |        
|                                      |                                                                                                                                                                            | Non interest bearing       |                | $             | 81,813 
|                                      |                                                                                                                                                                            | Interest bearing           |                |               | 718,811
|                                      |                                                                                                                                                                            |                            |                |               |        
|                                      |                                                                                                                                                                            |                            | Total deposits |               |        
|                                      | Federal funds purchased and securities sold under agreements to repurchase                                                                                                 |                            |                | 26,733        |        
|                                      | Notes payable                                                                                                                                                              |                            |                | 53,195        |        
|                                      | Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated debentures                                            |                            |                | 20,400        |        
|                                      | Accrued interest and other liabilities                                                                                                                                     |                            |                | 11,368        |        
|                                      |                                                                                                                                                                            |                            |                |               |        
|                                      |                                                                                                                                                                            |                            | 912,320        |               |        
|                                      |                                                                                                                                                                            |                            |                |               |        
|Minority interest in subsidiaries     |                                                                                                                                                                            |                            | 4,113          |               |        
|                                      |                                                                                                                                                                            |                            |                |               |        
|Commitments and contingencies         |                                                                                                                                                                            |                            |                |               |        
|Stockholders' equity:                 |                                                                                                                                                                            |                            |                |               |        
|                                      | Preferred stock, $100 par value; 500,000 shares authorized; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of 10% noncumulative, nonvoting |                            |                | 1,700         |        
|                                      | Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 79,068 shares                                                                           |                            |                | 79            |        
|                                      | Additional paid in capital                                                                                                                                                 |                            |                | 2,069         |        
|                                      | Retained earnings                                                                                                                                                          |                            |                | 49,627        |        
|                                      | Accumulated other comprehensive (loss)                                                                                                                                     |                            |                | 438           |        
|                                      |                                                                                                                                                                            |                            |                |               |        
|                                      |                                                                                                                                                                            | Total stockholders' equity |                |               | 53,913 
|                                      |                                                                                                                                                                            |                            |                |               |        
|                                      |                                                                                                                                                                            | $                          | 970,346        |               | $      
|                                      |                                                                                                                                                                            |                            |                |               |        

See Notes to Consolidated Financial Statements.

3

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SPECTRUM BANCORPORATION, INC.  Consolidated Statements of Income  For The Three Months Ended  (In thousands, except share and per share data)  (unaudited)

|                                                |                                                                                 | December 31,
2000                                                              |        | December 31,
1999
|----------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------ | -----------------
|Interest income on:                             |                                                                                 |                                                                                |        |                  
|                                                | Loans receivable                                                                |                                                                                | $      | 16,223           
|                                                | Taxable securities                                                              |                                                                                |        | 1,965            
|                                                |                                                                                 | Nontaxable securities                                                          |        |                  
|                                                |                                                                                 | Dividends on securities                                                        |        |                  
|                                                | Federal funds sold and other                                                    |                                                                                |        | 972              
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 |                                                                                | 19,460 |                  
|                                                |                                                                                 |                                                                                |        |                  
|Interest expense on:                            |                                                                                 |                                                                                |        |                  
|                                                | Deposits                                                                        |                                                                                |        | 9,382            
|                                                | Federal funds purchased and securities sold under agreements to repurchase      |                                                                                |        | 176              
|                                                | Notes payable and company obligated mandatorily redeemable preferred securities |                                                                                |        | 1,757            
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 |                                                                                | 11,315 |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Net interest income                                                            |        |                  
|Provision for loan losses                       |                                                                                 |                                                                                | 540    |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Net interest income after provision for loan losses                            |        |                  
|                                                |                                                                                 |                                                                                |        |                  
|Other income:                                   |                                                                                 |                                                                                |        |                  
|                                                | Service charges and other fees                                                  |                                                                                |        | 1,406            
|                                                | Net gains from sale of loans                                                    |                                                                                |        | 286              
|                                                | Gain (loss) on securities, net                                                  |                                                                                |        | 0                
|                                                | Trust department income                                                         |                                                                                |        | 98               
|                                                | Other                                                                           |                                                                                |        | 384              
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 |                                                                                | 2,174  |                  
|                                                |                                                                                 |                                                                                |        |                  
|Other expenses:                                 |                                                                                 |                                                                                |        |                  
|                                                | Salaries and employee benefits                                                  |                                                                                |        | 3,409            
|                                                | Occupancy expenses, net                                                         |                                                                                |        | 465              
|                                                | Data processing                                                                 |                                                                                |        | 421              
|                                                | Equipment expenses                                                              |                                                                                |        | 280              
|                                                | Advertising                                                                     |                                                                                |        | 194              
|                                                | Other operating expenses                                                        |                                                                                |        | 1,689            
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 |                                                                                | 6,458  |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Income before income taxes and minority interest in net income of subsidiaries |        |                  
|Income taxes                                    |                                                                                 |                                                                                | 1,211  |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Income before minority interest in net income of subsidiaries                  |        |                  
|Minority interest in net income of subsidiaries |                                                                                 |                                                                                | 119    |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Net income                                                                     |        | $                
|                                                |                                                                                 |                                                                                |        |                  
|Basic earnings per common share                 |                                                                                 | $                                                                              | 24.70  |                  
|                                                |                                                                                 |                                                                                |        |                  
|Dividends per share declared on common stock    |                                                                                 | $                                                                              | .70    |                  
|                                                |                                                                                 |                                                                                |        |                  
|Weighted average shares outstanding             |                                                                                 |                                                                                | 79,068 |                  
|                                                |                                                                                 |                                                                                |        |                  

See Notes to Consolidated Financial Statements.

4

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SPECTRUM BANCORPORATION, INC.  Consolidated Statements of Income  For The Six Months Ended  (In thousands, except share and per share data)  (Unaudited)

|                                                |                                                                                 | December 31,
2000                                                              |        | December 31,
1999
|----------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------ | -----------------
|Interest income on:                             |                                                                                 |                                                                                |        |                  
|                                                | Loans receivable                                                                |                                                                                | $      | 32,333           
|                                                | Taxable securities                                                              |                                                                                |        | 4,232            
|                                                |                                                                                 | Nontaxable securities                                                          |        |                  
|                                                |                                                                                 | Dividends on securities                                                        |        |                  
|                                                | Federal funds sold and other                                                    |                                                                                |        | 1,177            
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 |                                                                                | 38,343 |                  
|                                                |                                                                                 |                                                                                |        |                  
|Interest expense on:                            |                                                                                 |                                                                                |        |                  
|                                                | Deposits                                                                        |                                                                                |        | 17,889           
|                                                | Federal funds purchased and securities sold under agreements to repurchase      |                                                                                |        | 506              
|                                                | Notes payable and company obligated mandatorily redeemable preferred securities |                                                                                |        | 3,202            
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 |                                                                                | 21,597 |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Net interest income                                                            |        |                  
|Provision for loan losses                       |                                                                                 |                                                                                | 1,052  |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Net interest income after provision for loan losses                            |        |                  
|                                                |                                                                                 |                                                                                |        |                  
|Other income:                                   |                                                                                 |                                                                                |        |                  
|                                                | Service charges and other fees                                                  |                                                                                |        | 2,761            
|                                                | Net gains from sale of loans                                                    |                                                                                |        | 469              
|                                                | Gain (loss) on securities, net                                                  |                                                                                |        | 13               
|                                                | Trust department income                                                         |                                                                                |        | 172              
|                                                | Other                                                                           |                                                                                |        | 766              
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 |                                                                                | 4,181  |                  
|                                                |                                                                                 |                                                                                |        |                  
|Other expenses:                                 |                                                                                 |                                                                                |        |                  
|                                                | Salaries and employee benefits                                                  |                                                                                |        | 6,650            
|                                                | Occupancy expenses, net                                                         |                                                                                |        | 858              
|                                                | Data processing                                                                 |                                                                                |        | 919              
|                                                | Equipment expenses                                                              |                                                                                |        | 506              
|                                                | Advertising                                                                     |                                                                                |        | 511              
|                                                | Other operating expenses                                                        |                                                                                |        | 3,127            
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 |                                                                                | 12,571 |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Income before income taxes and minority interest in net income of subsidiaries |        |                  
|Income taxes                                    |                                                                                 |                                                                                | 2,387  |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Income before minority interest in net income of subsidiaries                  |        |                  
|Minority interest in net income of subsidiaries |                                                                                 |                                                                                | 240    |                  
|                                                |                                                                                 |                                                                                |        |                  
|                                                |                                                                                 | Net income                                                                     |        | $                
|                                                |                                                                                 |                                                                                |        |                  
|Basic earnings per common share                 |                                                                                 | $                                                                              | 58.19  |                  
|                                                |                                                                                 |                                                                                |        |                  
|Dividends per share declared on common stock    |                                                                                 | $                                                                              | 16.51  |                  
|                                                |                                                                                 |                                                                                |        |                  
|Weighted average shares outstanding             |                                                                                 |                                                                                | 79,068 |                  
|                                                |                                                                                 |                                                                                |        |                  

See Notes to Consolidated Financial Statements.

5

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SPECTRUM BANCORPORATION, INC.  Consolidated Statements of Cash Flows  For The Six Months Ended  (In thousands)  (unaudited)

|                                                                            |                                                                                            | December 31, 2000                                                     |                                           | December 31, 1999 |        
|--------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | --------------------------------------------------------------------- | ----------------------------------------- | ----------------- | -------
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |                                                                                            |                                                                       |                                           |                   |        
|                                                                            | NET CASH PROVIDED BY OPERATING ACTIVITIES                                                  |                                                                       | $                                         | 4,115             |        
|                                                                            |                                                                                            |                                                                       |                                           |                   |        
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |                                                                                            |                                                                       |                                           |                   |        
|                                                                            | Proceeds from sales and maturities of securities available for sale                        |                                                                       |                                           | 21,851            |        
|                                                                            | Purchase of securities available for sale                                                  |                                                                       |                                           | (17,745           | )      
|                                                                            | Proceeds from maturities of certificates of deposit                                        |                                                                       |                                           | 2,574             |        
|                                                                            | Purchase of certificates of deposit                                                        |                                                                       |                                           | (5,065            | )      
|                                                                            | Business acquisition (See below)                                                           |                                                                       |                                           | (238              | )      
|                                                                            | Net increase in loans                                                                      |                                                                       |                                           | (11,261           | )      
|                                                                            | Proceeds from sale of premises and equipment                                               |                                                                       |                                           | 4                 |        
|                                                                            | Purchase of premises and equipment                                                         |                                                                       |                                           | (2,062            | )      
|                                                                            |                                                                                            |                                                                       |                                           |                   |        
|                                                                            |                                                                                            | NET CASH (USED IN) INVESTING ACTIVITIES                               |                                           |                   | (11,942
|                                                                            |                                                                                            |                                                                       |                                           |                   |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |                                                                                            |                                                                       |                                           |                   |        
|                                                                            | Proceeds from issuance of preferred securities                                             |                                                                       |                                           | 0                 |        
|                                                                            | Net increase in deposits                                                                   |                                                                       |                                           | 49,593            |        
|                                                                            | Net increase in federal funds purchased and securities sold under agreements to repurchase |                                                                       |                                           | 3,816             |        
|                                                                            | Proceeds from notes payable                                                                |                                                                       |                                           | 18,500            |        
|                                                                            | Principal payments on notes payable                                                        |                                                                       |                                           | (22,265           | )      
|                                                                            | Debt issuance cost incurred                                                                |                                                                       |                                           | 0                 |        
|                                                                            | Purchase of minority interest                                                              |                                                                       |                                           | 1,063             |        
|                                                                            | Dividends paid, including ($24) and ($24) paid to minority interest, respectively          |                                                                       |                                           | (205              | )      
|                                                                            |                                                                                            |                                                                       |                                           |                   |        
|                                                                            |                                                                                            | NET CASH PROVIDED BY FINANCING ACTIVITIES                             |                                           |                   | 50,502 
|                                                                            |                                                                                            |                                                                       |                                           |                   |        
|                                                                            |                                                                                            |                                                                       | NET INCREASE IN CASH AND CASH EQUIVALENTS |                   |        
|Cash and cash equivalents:                                                  |                                                                                            |                                                                       |                                           |                   |        
|                                                                            | Beginning                                                                                  |                                                                       |                                           | 41,126            |        
|                                                                            |                                                                                            |                                                                       |                                           |                   |        
|                                                                            | Ending                                                                                     |                                                                       | $                                         | 83,801            |        
|                                                                            |                                                                                            |                                                                       |                                           |                   |        
|Supplemental Disclosures of Cash Flow Information                           |                                                                                            |                                                                       |                                           |                   |        
|                                                                            | Cash payments for:                                                                         |                                                                       |                                           |                   |        
|                                                                            |                                                                                            | Interest                                                              |                                           | $                 | 18,008 
|                                                                            |                                                                                            | Income taxes                                                          |                                           |                   | 2,779  
|Supplemental Schedules of Noncash Investing and                             |                                                                                            |                                                                       |                                           |                   |        
|                                                                            | Financing Activities:                                                                      |                                                                       |                                           |                   |        
|                                                                            |                                                                                            | Net change in unrealized gain (loss) on securities available for sale |                                           |                   | 2,795  
|                                                                            |                                                                                            | Dividend declared in the form of notes payable                        |                                           |                   | 1,200  
|Purchase of banks, net of cash and cash equivalents acquired, allocated to: |                                                                                            |                                                                       |                                           |                   |        
|Assets                                                                      |                                                                                            |                                                                       |                                           |                   |        
|                                                                            | Securities                                                                                 |                                                                       | $                                         | 10,055            |        
|                                                                            | Loans receivable                                                                           |                                                                       |                                           | 48,989            |        
|                                                                            | Other assets                                                                               |                                                                       |                                           | 2,197             |        
|                                                                            | Premises and equipment                                                                     |                                                                       |                                           | 1,445             |        
|                                                                            | Cost in excess of net assets acquired                                                      |                                                                       |                                           | 2,267             |        
|Liabilities assumed                                                         |                                                                                            |                                                                       |                                           |                   |        
|                                                                            | Deposits                                                                                   |                                                                       |                                           | (59,496           | )      
|                                                                            | Other Liabilities                                                                          |                                                                       |                                           | (5,219            | )      
|                                                                            |                                                                                            |                                                                       |                                           |                   |        
|Net cash and cash equivalents used                                          |                                                                                            | $                                                                     | 238                                       |                   |        
|                                                                            |                                                                                            |                                                                       |                                           |                   |        

See Notes to Consolidated Financial Statements.

6

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



June 30, 2000 amounts and fiscal 2000 results have been restated to reflect the effects of a merger between Citizens Corporation ("Citizens") and
Spectrum Bancorporation, Inc. ("Spectrum" or "Company") completed in the first quarter of fiscal 2001. Since the entities were under common control, the merger has been accounted for at
historical cost in a manner similar to a pooling-of-interests.

The
consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions with subsidiaries are eliminated in
consolidation.

The
consolidated subsidiaries are as follows: Spectrum Capital Trust I (100.0% owned); Citizens Bank, Mount Ayr (100.0% owned), which is chartered in Mount Ayr, Iowa; Citizens Bank of
Princeton (100.0% owned), which is chartered in Princeton, Missouri; F&M Bank (95.6% owned), which is chartered in Watertown, South Dakota; Rushmore Bank & Trust (90.0% owned), which is
chartered in Rapid City, South Dakota; Citizens Bank, Clive (formerly known as Citizens Bank, Carlisle) (95.2% owned), which is chartered in Clive, Iowa and Spectrum Banc Service Corporation (100%
owned), a data processing organization. Rushmore Bank & Trust also owns 99.0% of Ameriloan, LLC, a loan origination company, which is currently inactive.

The
June 30, 2000 consolidated balance sheet has been derived from the audited balance sheet as of that date for Spectrum. The consolidated financial statements as of
December 31, 2000 and for the six and three months ended December 31, 2000 and 1999 are unaudited but include all adjustments (consisting only of normal recurring adjustments) which the
Company considers necessary for a fair presentation of financial position and results of its operations and its cash flows for those periods. Results for the six and three months ended
December 31, 2000 are not necessarily indicative of the results to be expected for the entire year.



Earnings per share have been computed on the basis of weighted average number of common shares outstanding during each period presented. Dividends accumulated
or declared on cumulative and noncumulative preferred stock, which totaled $38,000 and $76,000 in each of the three and six months ended December 31, 2000 and 1999, reduced earnings available
to common stockholders in the computation.



Comprehensive income was $3,489,000 and $1,062,000 for the three months ended December 31, 2000 and 1999, and $7,472,000 and $3,019,000 for the six
months ended December 31, 2000 and 1999. The difference between comprehensive income and net income presented in the Consolidated Statements of Income is attributed solely to unrealized gains
and losses on available-for-sale securities during the periods presented.



On January 14, 2000, Spectrum acquired selected assets and the deposits of Hartford-Carlisle Savings Bank in Carlisle, Iowa through a newly chartered
bank subsidiary ("Citizens Bank, Carlisle"). The acquisition was accounted for in a manner similar to a purchase.

On
July 13, 2000, the Company's subsidiary, Citizens Bank, Mt. Ayr purchased the assets and assumed the liabilities of the branch of Commercial Federal Bank, FSB located in
Kellerton, Iowa. The

7

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acquisition was accounted for as a purchase. See "Consolidated Statement of Cash Flows" for further financial details.

As
of August 7, 2000 the Company acquired all of the outstanding shares of Hamburg Financial, Inc. ("HFI"), an unaffiliated holding company which owned two banks in
southwestern Iowa. HFI's bank subsidiaries were merged into the Company's subsidiary bank, Citizens Bank, Mt. Ayr. The acquisition was accounted for as a purchase. See the cash flow statement for
further financial details.

The
cost in excess of net assets acquired generated from these transactions is being amortized over 15 years using the straight-line method.

On
August 7, 2000 Spectrum issued 7,584 shares of its common stock in exchange for all outstanding common stock of Citizens. Since the entities were under common control, the
merger has been accounted for at historical cost in a manner similar to a pooling-of-interests and, accordingly, the consolidated financial statements for periods prior to the combination have been
restated to include the accounts and results of both entities. The results of operations previously reported by the separate entities and the combined amounts presented in the accompanying
consolidated financial statements (in thousands) are summarized below.

|                 |                                                | For the Three Months
Ended December 31, 1999 |   | For the Six Months
Ended December 31, 1999
|---------------- | ---------------------------------------------- | -------------------------------------------- | - | ------------------------------------------
|Interest income: |                                                |                                              |   |                                           
|                 | Spectrum Bancorporation, Inc. and Subsidiaries |                                              | $ | 12,458                                    
|                 | Citizens Corporation and Subsidiary            |                                              |   | 1,451                                     
|                 |                                                |                                              |   |                                           
|                 |                                                | Combined                                     |   | $                                         
|                 |                                                |                                              |   |                                           
|Net income:      |                                                |                                              |   |                                           
|                 | Spectrum Bancorporation, Inc. and Subsidiaries |                                              | $ | 1,883                                     
|                 | Citizens Corporation and Subsidiary            |                                              |   | 269                                       
|                 |                                                |                                              |   |                                           
|                 |                                                | Combined                                     |   | $                                         
|                 |                                                |                                              |   |                                           



In December, 2000 the Company agreed to acquire Great Western Securities Inc. for $58,000,000 in cash, $10,000,000 in non-cumulative preferred stock and
a 37% interest in the Company's common stock. Great Western Securities, Inc. is a $650,000,000 holding company for Great Western Bank, which serves the Omaha, Nebraska area, and is currently
50% owned by the Company's shareholders. The acquisition is expected to be completed in March, 2001 and will be accounted for as a purchase.

F&M
Bank has agreed to acquire Founders Trust National Bank, Sioux Falls, South Dakota for $2,752,000, subject to adjustment for certain contingencies. At December 31, 2000
Founders had assets of $39,613,000, deposits of $36,401,000, net loans of $20,162,000 and stockholders' equity of $2,266,000. Founders has two banking locations in Sioux Falls which will consolidate
with F&M Bank locations. The merger is subject to regulatory approval and is expected to close at the end of the first calendar quarter of 2001.

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

GENERAL

The Company is a multi-bank holding company organized under the laws of Iowa whose primary business is providing trust, commercial, consumer, and mortgage
banking services through its South

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Dakota, Missouri and Iowa based subsidiary banks. Substantially all of the Company's income is generated from banking operations.

The
Company's fiscal year end is June 30.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Total average assets were $917,464,000 for the six months ended December 31, 2000, compared to $714,067,000 for the six months ended December 31,
1999, a 28.48% increase. Average interest-earning assets were $852,692,000 for the six months ended December 31, 2000 and $669,202,000 for the six months ended December 31, 1999,
representing a 27.42% increase. Assets increased primarily due to bank acquisitions and internal loan growth funded by deposits received from customers.

Total
assets were $970,346,000 at December 31, 2000, an increase of $119,570,000 from June 30, 2000. Loans, net of unearned fees, grew $61,303,000 during the six months
ended December 31, 2000 due primarily to bank acquisitions. Loan growth was funded by an increase in deposits and additional Federal Home Loan Bank ("FHLB") borrowings. The allowance for loan
losses increased to $10,785,000 at December 31, 2000 from $8,197,000 at June 30, 2000. The allowance represented 1.55% and 1.29% of total loans as of December 31, 2000 and
June 30, 2000. The increase in allowance for loan losses was due primarily to an increase in nonperforming loans purchased in recent bank acquisitions.

For
the six months ended December 31, 2000, the Company's annualized return on average assets ("ROA") was 1.02%, compared to 1.33% for the six months ended September 30,
1999. Return on average stockholders' equity ("ROE") for the six months ended December 31, 2000 and 1999 was 18.43% and 21.09%.

Cash
and cash equivalents, certificates of deposit and securities available for sale totaled $236,891,000 or 24.41% of total assets at December 31, 2000, compared to
$182,968,000 or 21.51%, at June 30, 2000.

At
December 31, 2000, the Company's leverage ratio was 6.97%, Tier 1 risk-based capital ratio was 9.47%, and total risk-based capital ratio was 11.24%, compared to minimum
required levels of 4% for leverage and Tier 1 risk-based capital ratios and 8% for total risk-based capital ratio, subject to change and the discretion of regulatory authorities to impose higher
standards in individual cases. At December 31, 2000, the Company had net risk-weighted assets of $694,253,000.

ACQUISITIONS

On January 14, 2000, Spectrum acquired selected assets and the deposits of Hartford-Carlisle Savings Bank in Carlisle, Iowa through a newly chartered
bank subsidiary ("Citizens Bank, Carlisle"). On January 14, 2000, state-banking regulators closed the Harford-Carlisle Savings Bank with offices in
Carlisle, Hartford, and Runnells, Iowa, and the FDIC was appointed receiver. Following the closing of the bank, Spectrum assumed certain deposits and purchased certain assets of the bank from the
FDIC. Spectrum paid the FDIC a $5,500,000 premium to assume approximately $70,465,000 in deposits, $4,800,000 in liquid assets, and $139,000 in loans. After the initial purchase, Spectrum acquired
approximately $34,400,000 in loans and the fixed assets of the bank. All three of the bank's locations were kept open. A major reason for this acquisition was the proximity of this bank's offices to
the Des Moines, Iowa market, and the ability to open additional offices there. In December 2000, the headquarters of Citizens Bank, Carlisle was moved to Clive, Iowa, a suburb of Des Moines.

On
July 13, 2000, the Company's subsidiary, Citizens Bank, Mt. Ayr purchased the assets and assumed the liabilities of the branch of Commercial Federal Bank, FSB located in
Kellerton, Iowa. A premium of approximately $175,000 was paid to acquire deposits of approximately $3,300,000.

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As of August 7, 2000 the Company acquired all of the outstanding shares of Hamburg Financial, Inc., ("HFI") an unaffiliated holding company which owned two banks in
southwestern Iowa. The Company paid $8,730,995 in cash which included a premium of $2,236,123 to acquire HFI and its subsidiaries; Thurman State Corporation, a second-tier holding company which owned
the United National Bank of Iowa, headquartered in Sidney, Iowa; and Iowa State Bank, headquartered in Hamburg, Iowa. Deposits of $56,196,000 and loans of $48,989,000 were acquired. The transaction
was accounted for as a purchase. HFI and Thurman State Corporation were merged into the Company. HFI's bank subsidiaries were merged into the Company's subsidiary, Citizens Bank, Mt. Ayr.

RESULTS OF OPERATIONS

Comparison of the Three months Ended December 31, 2000 and December 31, 1999

Net Interest Income

Total interest income for the three months ended December 31, 2000 was $19,460,000, a 39.91% increase over $13,909,000 for the three months ended
December 31, 1999. The increase was primarily the result of acquisitions.

Total
interest expense for the three months ended December 31, 2000 was $11,315,000, a 54.62% increase over $7,318,000 for the three months ended December 31, 1999. The
increase was the result of bank acquisitions, an increase in interest-bearing deposits and an increase in average rates paid on deposits and other borrowings. Average total interest-bearing
liabilities increased by $171,483,000 or 27.70% during the three months ended December 31, 2000 compared to the same period in fiscal 2000, primarily due to bank acquisitions.

Net
interest income was $8,145,000 for the three months ended December 31, 2000, compared to $6,591,000 for the same period in 1999, an increase of 23.58%. The Company's net
interest margin decreased to 3.69% for the three months ended December 31, 2000 from 3.85% for the three months ended December 31, 1999. The decrease in the net interest margin was
primarily caused by an increase in the average cost of deposits and other borrowings. In addition, the acquisition in the third quarter of fiscal 2000 caused a decrease in the net interest margin of
the Company because over half of the deposits assumed were invested in assets other than loans.

Provisions for Loan Losses

The provision for loan losses for the three months ended December 31, 2000, was $540,000, compared to $418,000 for the comparable 1999 period. The
increase was primarily due to growth in loans and an increase in chargeoffs, net of recoveries.

Other Income

Other income for the three months ended December 31, 2000 was $2,174,000, an increase of $364,000, or 20.11%, over the same period last year. The
increase in other income resulted primarily from net gain on sale of loans in the secondary market and increase in service charges and other fees due to bank acquisitions.

Other Expense

Other expense for the three months ended December 31, 2000 was $6,458,000, an increase of $1,870,000, or 40.76%, over the same period last year. This
increase was primarily due to bank acquisitions, new bank facility construction and merger expenses.

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Income Taxes

Income taxes for the three months ended December 31, 2000 and December 31, 1999 were $1,211,000 and $1,148,000. The effective tax rates for those
periods were 36.46% and 33.81%. The effective tax rates are expected to be approximately 36% in the future. Historically the rates were lower due to Citizens Corporation being an "S" corporation.
Since August 2000, the consolidated Company is being taxed as a "C" corporation.

Comparison of the six months Ended December 31, 2000 and December 31, 1999

Net Interest Income

Total interest income for the six months ended December 31, 2000 was $38,343,000, a 37.97% increase over the six months ended December 1999. The
increase was primarily the result of internal loan growth and bank acquisitions.

Total
interest expense for the six months ended December 31, 2000 was $21,597,000, a 53.09% increase over the six months ended December 31, 1999. The increase was the
result of the issuance of Preferred Securities, bank acquisitions and an increase in interest-bearing deposits, in addition to an increase in average rates paid on deposits and other borrowings.
Average total interest-bearing liabilities increased by $168,538,000 or 28.12% during the six months ended December 31, 2000 compared to the same period in fiscal 2000, primarily due to the
bank acquisitions.

Net
interest income was $16,746,000 for the six months ended December 31, 2000, compared to $13,684,000 for the same period in 1999, an increase of 22.38%. The Company's net
interest margin decreased to 3.93% for the six months ended December 31, 2000 from 4.07% for the six months ended December 31, 1999. The decrease in the net interest margin was primarily
caused by an increase in the average cost of deposits and other borrowings. In addition, the acquisition in the third quarter of fiscal 2000 caused a decrease in the net interest margin of the Company
because over half of the deposits assumed were invested in assets other than loans.

Provisions for Loan Losses

The provision for loan losses for the six months ended December 31, 2000, was $1,052,000, and compared to $829,000 for the comparable 1999 period. The
increase was primarily due to loan growth and an increase in chargeoffs, net of recoveries.

Other Income

Other income for the six months ended December 31, 2000 was $4,181,000, an increase of $650,000, or 18.41%, over the same period last year. The increase
in other income resulted from bank acquisitions and an increase in other fees.

Other Expense

Other expense for the six months ended December 31, 2000 was $12,571,000, an increase of $3,250,000, or 34.87%, over the same period last year. This
increase was primarily due to bank acquisitions, increased salary and benefits expenses, new facility construction and merger expense.

Income Taxes

Income taxes for the six months ended December 31, 2000 and December 31, 1999 was $2,387,000 and $2,325,000. The effective tax rates for those
periods were 32.68% and 32.91%. This decrease was
primarily due to the merged company Citizens Corporation being a "S" corporation at the time of merger. Its merger into a "C" corporation provided a reduction in federal income tax for the first

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quarter of the fiscal year 2001. Income tax expense is expected to be approximately 36% of pretax income in the future.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Asset/liability management refers to management's efforts to minimize fluctuations in net interest income caused by interest rate changes. This is accomplished
by managing the repricing of interest rate sensitive interest-earning assets and interest-bearing liabilities. Controlling the maturity or repricing of an institution's liabilities and assets in order
to minimize interest rate risk is commonly referred to as gap management. Close matching of the repricing of assets and liabilities will normally result in little change in net interest income when
interest rates change. A mismatched gap position will normally result in changes in net interest income as interest rates change.

Management
regularly monitors the interest sensitivity position and considers this position in its decisions with regard to the Company's interest rates and maturities for
interest-earning assets acquired and interest-bearing liabilities accepted.

There
has not been a material change in the interest rate sensitivity of the Company during the six months ended December 31, 2000.

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PART II  OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

The Company has not been informed of any legal matters that would have a material adverse effect on its consolidated financial condition, results of operations
or cash flows.

ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5:  OTHER INFORMATION

None

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K





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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.

|                                                                       |  | SPECTRUM BANCORPORATION, INC.
|---------------------------------------------------------------------- |  | -----------------------------
|Date: February 12, 2001                                                |  | By:                          
|(Authorized officer and principal financial officer of the registrant)
|Date: February 12, 2001                                                |  | By:                          

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