SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                   FORM 10-QSB
(Mark One)

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


                 For the quarterly period ended March 31, 2000.


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

     For the transition period from__________________to______________________

     Commission File Number: 0-26577

                          Webster City Federal Bancorp
             (Exact name of registrant as specified in its charter)

           United States                                      42-1491186
           -------------                                      ----------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

820 Des Moines Street, Webster City, Iowa                     50595-0638
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code  515-832-3071
                                                    ------------

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [ X ]  Yes   [   ]  No

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

1,934,814 shares of common stock were outstanding at April 30, 2000.
                                                     ---------------
<PAGE>
                  Webster City Federal Bancorp and Subsidiaries

                                      Index



Part I. Financial Information


         Item 1. Financial Statements

                  Consolidated Balance Sheets
                  at March 31, 2000 and December 31, 1999                  1

                  Consolidated Statements of Operations
                  for the three months ended March 31, 2000
                  and 1999                                                 2

                  Consolidated Statements of Cash Flows
                  for the three months ended March 31, 2000
                  and 1999                                                 3

                  Notes to Consolidated Financial Statements               4

         Item 2. Management's Discussion and Analysis of
                   Financial Condition and Results of Operations           6



Part II. Other Information

                  Other Information                                       10


<PAGE>
<TABLE>
<CAPTION>
                  Webster City Federal Bancorp and Subsidiaries

                           Consolidated Balance Sheets


                                                      March 31,      December 31,
                                                        2000            1999
                                                    ------------     ------------
Assets                                               (Unaudited)
------
<S>                                                 <C>              <C>
Cash and cash equivalents                           $  1,963,787     $  4,986,099
Time deposits in other financial institutions          1,765,000        2,585,000
Investment securities held to maturity                22,217,980       22,721,595
Loans receivable, net                                 64,287,012       62,192,330
Office property and equipment, net                       510,476          485,085
Federal Home Loan Bank stock, at cost                    613,200          613,200
Deferred taxes on income                                 156,000          156,000
Accrued interest receivable                              644,929          761,267
Prepaid expenses and other assets                         49,917           24,513
                                                    ------------     ------------

      Total assets                                  $ 92,208,301     $ 94,525,089
                                                    ============     ============


Liabilities and Stockholders' Equity

Deposits                                            $ 66,363,179     $ 67,918,202
FHLB advance                                           3,200,000        3,200,000
Advance payments by borrowers for
    taxes and insurance                                  135,877          274,377
Accrued interest payable                                 464,921          122,212
Current income taxes payable                                  --           27,458
Accrued expenses and other liabilities                   858,596          634,535
                                                    ------------     ------------

      Total liabilities                               71,022,573       72,176,784
                                                    ------------     ------------


Stockholders' Equity

Common stock, $.10 par value                             212,222          212,222
Additional paid-in capital                             9,093,682        9,093,681
Retained earnings, substantially restricted           14,629,888       14,518,728
Treasury Stock                                        (2,750,064)      (1,476,326)
                                                    ------------     ------------

      Total stockholders' equity                      21,185,728       22,348,305
                                                    ------------     ------------

      Total liabilities and stockholders' equity    $ 92,208,301     $ 94,525,089
                                                    ============     ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                  Webster City Federal Bancorp and Subsidiaries

                      Consolidated Statements of Operations
                                   (Unaudited)

                                                         For the Three Months
                                                             Ended March 31,
                                                      --------------------------
                                                          2000            1999
                                                      ----------      ----------
<S>                                                   <C>             <C>
Income

Interest Income:
   Loans receivable                                   $1,233,031      $1,097,044
   Mortgage-backed & related securities                  123,026         150,203
   Investment securities                                 221,819         216,668
   Other interest earning assets                          83,808         141,817
                                                      ----------      ----------
      Total interest income                            1,661,684       1,605,732

Interest Expense:
   Deposits                                              733,815         732,047
   FHLB advance                                           44,893          14,370
   ESOP loan                                                  --           2,684
                                                      ----------      ----------
      Total interest expense                             778,708         749,101
                                                      ----------      ----------
   Net interest income                                   882,976         856,631
Provision for losses on loans                                 --              --
                                                      ----------      ----------
   Net interest income after
      provision for losses on loans                      882,976         856,631
                                                      ----------      ----------

Non-interest income:
   Fees and service charges                               38,745          41,730
   Other                                                  30,961           1,463
                                                      ----------      ----------
      Total non-interest income                           69,706          43,193
                                                      ----------      ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                   <C>             <C>
Expense

Non-interest expense:
   Compensation, payroll taxes
     and employees benefits                              203,159         186,948
   Office property and equipment                          27,735          19,500
   Data processing services                               34,892          30,947
   Federal insurance premiums                              3,555          10,200
   Other real estate expenses, net                           770             935
   Advertising                                             6,865           5,630
   Other                                                 151,351         104,092
                                                      ----------      ----------
      Total non-interest expense                         428,327         358,252
                                                      ----------      ----------

Earnings before taxes on income                          524,355         541,572

Taxes on income                                          204,506         203,539
                                                      ----------      ----------

Net earnings                                          $  319,849      $  338,033
                                                      ==========      ==========
Earnings per share - basic                            $     0.16      $     0.16
                                                      ==========      ==========
Earnings per share - diluted                          $     0.16      $     0.16
                                                      ==========      ==========
</TABLE>

  See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                           Webster City Federal Bancorp and Subsidiaries

                               Consolidated Statements of Cash Flows

                                                                         For the Three Months
                                                                             Ended March 31,
                                                                     -----------------------------
                                                                         2000             1999
                                                                     ------------     ------------
                                                                               (Unaudited)
<S>                                                                  <C>              <C>
Cash flows from operating activities
   Net earnings                                                      $    319,849     $    338,033
                                                                     ------------     ------------

   Adjustments to reconcile net earnings to net cash
   provided by  operating
     activities:
        Depreciation                                                       11,962            7,912
        Amortization of premiums and discounts, net                         2,364            6,704
        Stock appreciation of allocated ESOP shares                            --            6,110
        Decrease (increase) in accrued interest receivable                116,338         (100,251)
        (Increase) decrease  in prepaid expenses and other assets         (56,208)          28,843
        Increase in accrued interest payable                              342,709          339,865
        Increase in accrued expenses and other liabilities                224,061           32,403
        (Decrease) increase in accrued current taxes on income            (27,458)         139,760
        Net change in ESOP stock plan                                          --           18,293
                                                                     ------------     ------------

            Total adjustments                                             613,768          479,639
                                                                     ------------     ------------

            Net cash provided by operating activities                     933,617          817,672
                                                                     ------------     ------------

Cash flows from investing activities
   Proceeds from the maturity of interest bearing deposits                820,000        2,900,000
   Purchase of investment securities                                           --       (9,906,458)
   Principal collected on mortgage-backed and related securities          530,542        1,089,736
   Proceeds on sale of real estate                                             --           22,460
   Net change in loans receivable                                      (2,093,169)        (256,878)
   Purchase of office property and equipment                              (37,353)              --
                                                                     ------------     ------------

            Net cash (used in) provided by investing activities          (779,980)      (6,151,140)
                                                                     ------------     ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                  <C>              <C>
Cash flows from financing activities
   Net change in savings deposits                                      (1,555,023)      (1,684,543)
   Net decrease in advance payments by borrowers
     for taxes and insurance                                             (138,500)        (147,039)
   Proceeds from stock options                                                 --           32,207
   Payments on ESOP borrowings                                                 --          (18,293)
   Treasury stock purchase                                             (1,311,538)              --
   Dividends paid                                                        (170,888)        (193,730)
                                                                     ------------     ------------
            Net cash used in financing activities                      (3,175,949)      (2,011,398)
                                                                     ------------     ------------

            Net decrease in cash and cash equivalents                  (3,022,312)      (7,344,866)

Cash and cash equivalents at beginning of period                        4,986,099       13,186,836
                                                                     ------------     ------------

Cash and cash equivalents at end of period                           $  1,963,787     $  5,841,970
                                                                     ============     ============

Supplemental  disclosures  of cash flow  information:
Cash paid during the year for:
     Interest                                                        $    391,106     $    409,236
     Taxes on income                                                           --           11,782
                                                                     ============     ============
</TABLE>

See notes to consolidated financial statements.
<PAGE>

                  Webster City Federal Bancorp and Subsidiaries

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1.       REORGANIZATION
         --------------

     Webster  City  Federal  Bancorp  (the  "Registrant"  or  "Bancorp")  is the
     successor to Webster City Federal  Savings  Bank, a federal  stock  savings
     bank (the "Bank") which  reorganized  into the holding  company  structure,
     effective  July 1,  1999 (the  "Holding  Company  Reorganization").  In the
     Holding Company Reorganization, each outstanding share of the Bank's common
     stock was converted into one share of the  Registrant's  common stock,  and
     each  stockholder of the Bank received the same  ownership  interest in the
     Registrant  immediately following the Holding Company  Reorganization as he
     or she had in the Bank immediately prior to that transaction.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
         -----------------------------------------

The consolidated  financial  statements at and for the three-month  period ended
March 31, 2000 are  unaudited.  In the  opinion of  management  of Webster  City
Federal Bancorp these financial  statements reflect all adjustments,  consisting
only of normal recurring accruals necessary to present fairly these consolidated
financial statements.  The results of operations for the interim periods are not
necessarily  indicative  of results  that may be  expected  for an entire  year.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted.


Principles of Consolidation
---------------------------

The consolidated  financial  statements  include the accounts of the Bancorp and
its wholly owned subsidiary, Webster City Federal Savings Bank, which is engaged
in banking.  All  material  inter-company  accounts and  transactions  have been
eliminated.


3.       EARNINGS PER SHARE COMPUTATIONS
         -------------------------------

2000
----
Earnings  per share - basic is computed  using the  weighted  average  number of
common  shares  outstanding  of  1,976,245  for the three months ended March 31,
2000, divided into the net earnings of $319,849 for the three months ended March
31, 2000,  resulting in earnings per share - basic of $.16  compared to $.16 for
the three months ended March 31, 1999.

Earnings per share - diluted is computed  using the weighted  average  number of
common shares outstanding after giving effect to additional shares assumed to be
issued in relation to the Bank's stock  option plan using the average  price per
share for the period.  Such  additional  shares were 2,696 for the three  months
ended March 31,  2000.  Earnings  for the three months ended March 31, 2000 were
$319,849, resulting in earnings per share - diluted of $.16 compared to $.16 for
the three months ended March 31, 1999.


                                       4
<PAGE>
1999
----

Earnings per share - basic for the three months ended March 31, 1999 is computed
using the  2,118,246  weighted-average  of  common  shares  outstanding  for the
period, reduced by the 13,539 weighted-average  unearned ESOP shares and divided
into the net  earnings  of  $338,033  resulting  in  earnings  per share of $.16
compared to $.16 for the three months ended March 31, 1998.

Earnings  per  share - diluted  for the three  months  ended  March 31,  1999 is
computed   using  the  2,104,707   weighted-average   number  of  common  shares
outstanding  and adding the  dilutive  effect of stock  options  totaling  9,735
shares and dividend into the net earnings of $338,033  resulting in earnings per
share of $.16 compared to $.16 for the three months ended March 31, 1998.


4.       DIVIDENDS
         ---------

On January  19, 2000 the Bancorp  declared a cash  dividend on its common  stock
payable on February 23, 2000 to  stockholders  of record as of February 8, 2000,
equal to $.20 per share or approximately  $400,886.  Of this amount, the payment
of approximately $230,000 (representing the dividend payable on 1,150,000 shares
owned by WCF Financial, M.H.C., the Bancorp's mutual holding company) was waived
by the mutual holding company,  resulting in an actual dividend  distribution of
$170,886.






                                       5
<PAGE>
                  Webster City Federal Bancorp and Subsidiaries

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


FINANCIAL CONDITION
-------------------

Total assets decreased by $2.3 million, or 2.5%, from December 31, 1999 to March
31,  2000.  Cash and cash  equivalents  decreased  $3.0  million or 60.6%,  time
deposits in other financial institutions decreased $820,000 to $1.8 million from
$2.6 million.  Loans receivable  increased $2.1 million, or 3.4% during the same
period.  At  March  31,  2000,  the Bank had no real  estate  owned.  Investment
securities  decreased  $.5 million or 2.2% from  December  31, 1999 to March 31,
2000. During the three month period deposits decreased $1.6 million, or 2.3%.

Total  stockholders'  equity decreased by $1.2 million to $21.2 million at March
31, 2000 from $22.3 at December 31, 1999 as earnings of $319,800 were  partially
offset by the  repurchase  of common stock  totaling  $1,273,700  and  quarterly
dividends totaling $170,900.

CAPITAL
-------

The Bancorp's total  stockholders'  equity  decreased by $1.2 million,  to $21.2
million at March 31, 2000 from $22.3 million at December 31, 1999. The Office of
Thrift  Supervision  (OTS) requires that the Bank meet certain  minimum  capital
requirements.  As of  March  31,  2000  the  Bank  was in  compliance  with  all
regulatory capital requirements.  The Bank's required, actual and excess capital
levels as of March 31, 2000 were as follows:
<TABLE>
<CAPTION>

                           Required         % of          Actual          % of         Excess
                             Amount        Assets         Amount         Assets       Capital
                             ------        ------         ------         ------       -------
                                                 (Dollars in thousands)
<S>                          <C>            <C>           <C>            <C>          <C>
Tier 1 (Core) Capital        $3,692         4.0%          $21,055        22.81%       $17,363
Risk-based Capital           $3,498         8.0%          $21,437        49.02%       $17,939
</TABLE>

LIQUIDITY
---------

OTS  regulations  require  the Bank to  maintain  an  average  daily  balance of
qualified liquid assets (cash, certain time deposits and specified United States
government,  state or federal agency  obligations) equal to a monthly average of
not less than 4% of its net withdrawable deposits plus short-term borrowings. At
March 31,  2000,  the  Bank's  quarterly  average  liquidity  position  of 27.2%
compared to 19.7% at December 31, 1999.

RESULTS OF OPERATIONS
---------------------

Interest Income.  Interest income increased to $1.7 million for the three months
ended March 31, 2000  compared to $1.6  million for the three months ended March
31,  1999.  The  increase  was the results of an  increase  in average  yield on

<PAGE>
interest-earning  assets to 7.28%  for the three  months  ended  March 31,  2000
compared to 6.98% for the three months ended March 31, 1999 offset by a decrease
in the average  balance of interest  earning assets of $708,000 or .77% to $91.3
million for the three  months  ended  March 31, 2000 from $92.0  million for the
corresponding periods ended March 31, 1999.

Interest on loans for the three months ended March 31, 2000  increased  $136,000
or 12.4%  compared  to the three  months  ended  March 31,  1999.  The  increase
resulted  primarily  from an  increase  in total  loans  outstanding  during the
period,  and an  increase in the yields on loans  receivable  from 7.75% for the
three  months ended March 31, 1999 to 7.80% for the three months ended March 31,
2000. The increase in the yields on loans receivable was primarily due to higher
market rates and a substantial  volume of adjustable  rate loans  repricing at a
slightly higher rate based on the lagging index used by the Bank.

                                       6
<PAGE>
Interest on  mortgage-backed  securities  decreased  by $27,200 or 18.1% for the
three-month  period  ended March 31,  2000 as compared to the same period  ended
March 31, 1999. The decline resulted from a decrease of $2.2 million or 23.1% in
the average balance of mortgage-backed  securities to $7.3 million for the three
months ended March 31, 2000  compared to $9.5 million for the three months ended
March 31, 1999. Offset by an increase of 37 basis points in the average yield on
mortgage-backed  securities  to 6.67% for the three  months ended March 31, 2000
from  6.30%  for  the  three  months  ended  March  31,  1999,  as  higher  rate
mortgage-backed  securities  were paid off and remaining  adjustable  rate loans
were repricing at a higher rate.

Interest Expense.  Interest expense increased by $29,600, or 4.0%, from $749,100
for the three months ended March 31, 1999 to $778,700 for the three months ended
March 31,  2000.  The  increase  in  interest  expense was due to an increase in
interest  expense on the FHLB  advance.  The  interest  expense  on the  advance
increased by $30,500 or 212.3% from $14,400 for the three months ended March 31,
1999 to $44,900 for the three months ended March 31, 2000. This increase was due
to the Bank borrowing an additional $2,000,000 from the FHLB in October of 1999.
This increase was offset by a decrease in average  deposits  outstanding of $1.4
million  from $67.6  million for the three  months ended March 31, 1999 to $66.2
million for the three months ended March 31, 2000.  The average cost of deposits
increased  11 basis  points from 4.33% for the three months ended March 31, 1999
compared to 4.44% for the three months ended March 31, 2000.

Net Interest  Income.  Net interest income before  provision for losses on loans
increased by $26,300 or 3.1% from  $856,600 for the three months ended March 31,
1999  compared to  $883,000  for the three  months  ended  March 31,  2000.  The
Bancorp's interest rate spread at March 31, 2000 increased by 16 basis points to
2.79% from 2.63% at March 31, 1999.

Provision for Losses on Loans.  There were no provisions for losses on loans for
the three  months  ended March 31, 2000 or March 31,  1999.  The  allowance  for
losses  on  loans  is  based on  management's  periodic  evaluation  of the loan
portfolio and reflects an amount that, in management's  opinion,  is adequate to
absorb  any  probable  losses  in the  existing  portfolio.  In  evaluating  the
portfolio,  management  takes into  consideration  numerous  factors,  including
current economic conditions,  prior loan loss experience, the composition of the
loan portfolio, and management's estimate of anticipated credit losses.

Non-interest  Income.  Non-interest income increased by $26,500 or 61.4% for the
three-month  period  ended March 31,  2000 as compared to the same period  ended
March 31,  1999.  The  increase  was related to a one-time  non-interest  income
receipt of approximately  $25,000 for a deficiency  judgment filed several years
ago on a  foreclosed  property,  offset  by a decline  in loan fees and  service
charges collected.

Non-interest  Expense.  Non-interest  expense increased $70,100 or 19.6% for the
three-month  period ended March 31, 2000 compared to the same period ended March
31, 1999. Compensation and benefit costs increased $16,200 or 8.7% from $186,900
for the three months ended March 31, 1999 to $203,200 for the three-month period
ended March 31, 2000. Other non-interest expenses were up $47,300 in part due to
paying an assessment to the Iowa sinking fund for a loss in public funds held at
a failed Iowa Bank,  fees paid by the Bank to have a facilitator at the Bank for
a planning session and other miscellaneous non-interest expenses incurred during
the first quarter of 2000.
<PAGE>
Taxes on Income.
---------------

Income taxes for the three months ended March 31, 2000,  were $204,500  compared
to $204,000 for the same period ended March 31, 1999.  The effective  income tax
rate for the  three  months of 2000 was  39.0%  compared  to 37.6% for the first
three months of 1999.

Net Earnings.  Net earnings of the Company totaled $319,800 for the three months
ended March 31, 2000  compared to $338,000  for the three months ended March 31,
1999.


                                       7
<PAGE>
Impact of Year 2000 Compliance
------------------------------

The Board of Directors were aware of potential risk that the year 2000 posed for
the Bank and had assigned an  individual,  to establish Year 2000 formal project
plans,  which  have  been  developed  and  adopted  by  the  Bank.  Testing  and
contingency  plans were also  developed  and  adopted by the Company and testing
procedures were also  implemented The Company's  contingency  plans included two
components,   business  remediation  and  business   resumption.   The  business
remediation  plan was developed to mitigate the risk associated with the failure
to successfully complete system renovation,  validation or implementation of the
Company's Year 2000 readiness.  This plan pertains to  mission-critical  systems
developed  in-house,  by outside software  vendors,  and by third-party  service
providers.  The business  resumption  plan is designed to be  implemented in the
event there are system failures at critical dates.

The Company did not feel that,  with all of its  planning and testing as well as
having  contingency  plans in place,  they would  experience any major Year 2000
problems at the end of the year.  The Company did not experience any problems at
year-end  nor  have  we  experienced  a  problem  on any of the  critical  dates
identified as potential problems during the first quarter of the year 2000.


SFAS No. 133
------------

"Accounting for Derivative Instruments and Hedging Activities," and SFAS 137, an
amendment to SFAS 133,  will be effective for the Bancorp  beginning  January 1,
2001.  Management is evaluating the impact the adoption of SFAS 133 and SFAS 137
will  have on the  Bancorp's  consolidated  financial  statements.  The  Bancorp
expects to adopt SFAS 133 and 137 when required.


Safe Harbor Statement
---------------------

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.   The  Bancorp  intends  such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995,  and is  including  this  statement  for the purposes of these safe harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and describe  future plans,  strategies  and  expectations  of the Bancorp,  are
generally  identifiable  by use  of the  words  "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "project,"  or similar  expressions.  The  Bancorp's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain.  Factors which could have a material adverse effect on the
operations and future prospects of the Bancorp and its subsidiaries include, but
are not limited to, changes in: interest  rates,  general  economic  conditions,
legislative/regulatory   changes,  monetary  and  fiscal  polices  of  the  U.S.
Government,  including  polices of the U.S.  Treasury  and the  Federal  Reserve
Board, the quality or composition of the loan or investment  portfolios,  demand
for loan products, deposit flows, competition,  demand for financial services in
the Bancorp's  market area and accounting  principles,  polices and  guidelines.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.

                                       9
<PAGE>
                  Webster City Federal Bancorp and Subsidiaries

                           PART II. Other Information




Item 1. Legal Proceedings
        -----------------

         There are  various  claims  and  lawsuits  in which the  Registrant  is
periodically involved incidental to the Registrant's business. In the opinion of
management,  no material  loss is expected  from any of such  pending  claims or
lawsuits.


Item 2. Changes in Securities
        ---------------------

         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.
        ---------------------------------

         (a) Exhibits:
                  None

         (b) No form 8-K reports were filed  during the quarter  ended March 31,
             2000.




                                       10
<PAGE>


                  Webster City Federal Bancorp and Subsidiaries


                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.


                               WEBSTER CITY FEDERAL BANCORP
                               Registrant




Date: May 8, 2000          By: /s/ Phyllis A. Murphy
      -----------              ---------------------
                               Phyllis A. Murphy
                               President and Chief Executive Officer




Date: May 8, 2000          By: /s/Stephen L. Mourlam
      -----------              ---------------------
                               Stephen L. Mourlam
                               Executive Vice President/Chief Financial Officer