KILLBUCK BANCSHARES INC
10-Q, 2000-05-11
NATIONAL COMMERCIAL BANKS
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 10-Q


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

                    For Quarter Ended MARCH 31, 2000

                    Commission File Number 000-24147


                       KILLBUCK BANCSHARES, INC.
        (Exact name of registrant as specified in its Charter)


     OHIO                                           34-1700284
     ----                                           ----------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

                  165 N. MAIN STREET, KILLBUCK, OH 44637
                  --------------------------------------
           (Address of principal executive offices and zip code)

                             (330) 276-2771
                             --------------
            (Registrant's telephone number, including area code)

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

State the number of shares outstanding for each of the issuer's classes of
common equity as of the latest practicable date:

     Class:  Common Stock, no par value
     Outstanding at May 9, 2000:  705,240


<PAGE>
                         KILLBUCK BANCSHARES, INC.

                                    INDEX


                                                            Page Number
                                                            -----------

PART I. FINANCIAL INFORMATION
- -----------------------------

Item 1.     Financial Statements (Unaudited):

     Consolidated Balance Sheet as of
          March 31, 2000 and December 31, 1999                 3

     Consolidated Statements of Income for the
          three months ended March 31, 2000 and 1999           4

     Consolidated Statements of Changes In Shareholders'
          Equity for the three months ended March 31, 2000     5

     Consolidated Statements of Cash Flows for the
          three months ended March 31, 2000 and 1999           6

     Notes to Consolidated Financial Statements                7

Item 2.     Management's Discussion and Analysis of
            Financial Condition And Results of Operations     8-12

PART II. OTHER INFORMATION
- --------------------------

     Item 1.     Legal Proceedings                            13

     Item 2.     Changes in Securities                        13

     Item 3.     Default Upon Senior Securities               13

     Item 4.     Submissions 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-
<PAGE>

                     KILLBUCK BANCSHARES, INC. AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
                                                                 March 31,           December 31,
                                                                    2000                  1999

                                                                ---------------     ----------------
<S>                                                             <C>                 <C>
ASSETS
     Cash and cash equivalents:
         Cash and amounts due from depository institutions      $     7,523,307     $      8,123,806
          Federal funds sold                                          8,600,000            8,700,000
                                                                ---------------     ----------------
               Total cash and cash equivalents                       16,123,307           16,823,806
                                                                ---------------     ----------------
     Investment securities:
          Securities available for sale                              41,034,104           42,311,490
          Securities held to maturity (market value of
           $33,835,025 and $33,578,899)                              34,648,309           34,424,679
                                                                ---------------     ----------------
               Total investment securities                           75,682,413           76,736,169
                                                                ---------------     ----------------
     Loans (net of allowance for loan losses of
      $1,906,116 and $1,887,773)                                    145,123,155          141,521,075
     Loans held for sale                                                      -              356,000
     Premises and equipment, net                                      4,003,319            3,851,975
     Accrued interest                                                 2,166,974            1,622,480
     Other assets                                                     2,509,612            2,238,375
                                                                ---------------     ----------------
               Total assets                                     $   245,608,780     $    243,149,880
                                                                ===============     ================
LIABILITIES
     Deposits:
          Noninterest bearing demand                            $    27,457,985     $     28,935,106
          Interest bearing demand                                    27,419,793           29,579,519
          Money market                                               10,570,983            8,746,151
          Savings                                                    27,559,329           28,173,933
          Time                                                      111,229,965          106,303,749
                                                                ---------------     ----------------
               Total deposits                                       204,238,055          201,738,458
     Federal Home Loan Bank advances                                  6,883,502            7,112,753
     Short term borrowings                                            4,355,001            4,900,000
     Accrued interest and other liabilities                             580,398              481,951

                                                                ---------------     ----------------
               Total liabilities                                    216,056,956          214,233,162
                                                                ---------------     ----------------
SHAREHOLDERS' EQUITY
     Common stock   no par value:  1,000,000 shares
      authorized, 718,431 issued                                      8,846,670            8,846,670
     Retained earnings                                               22,185,944           21,352,156
     Accumulated other comprehensive loss                              (838,496)            (648,620)
     Treasury stock, at cost (13,191 and 13,100 shares)                (642,294)            (633,488)
                                                                ---------------     ----------------
               Total shareholders' equity                            29,551,824           28,916,718
                                                                ---------------     ----------------
               Total liabilities and shareholders' equity       $   245,608,780     $    243,149,880
                                                                ===============     ================
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.

- -3-
<PAGE>

                                    KILLBUCK BANCSHARES, INC. AND SUBSIDIARY
                                   CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                              March 31,
                                                                      2000               1999
                                                                ---------------     ----------------
<S>                                                             <C>                 <C>
INTEREST INCOME
     Interest and fees on loans                                 $     3,339,793     $      3,134,804
     Federal funds sold                                                  79,659              114,993
     Investment securities:
          Taxable                                                       697,178              579,799
          Exempt from federal income tax                                394,884              325,529
                                                                ---------------     ----------------
               Total interest income                                  4,511,514            4,155,125
                                                                ---------------     ----------------

INTEREST EXPENSE
     Deposits                                                         1,957,288            1,874,911
     Federal Home Loan Bank advances                                    116,846              142,678
     Short term borrowings                                               36,915               18,182
                                                                ---------------     ----------------
               Total interest expense                                 2,111,049            2,035,771
                                                                ---------------     ----------------

NET INTEREST INCOME                                                   2,400,465            2,119,354

     Provision for loan losses                                           60,000               60,000
                                                                ---------------     ----------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN
 LOSSES                                                               2,340,465            2,059,354
                                                                ---------------     ----------------
OTHER INCOME
     Service charges on deposit accounts                                115,606              112,766
     Gain on sale of loans, net                                           2,077               14,808
     Other income                                                        39,452               26,540
                                                                ---------------     ----------------
               Total other income                                       157,135              154,114
                                                                ---------------     ----------------
OTHER EXPENSE
     Salaries and employee benefits                                     674,761              584,147
     Occupancy expense                                                   55,626               48,987
     Equipment expense                                                  160,168              139,570
     Professional fees                                                   90,631               73,978
     Franchise tax                                                       77,688               86,488
     Other expenses                                                     335,577              321,527
                                                                ---------------     ----------------
               Total other expense                                    1,394,451            1,254,697
                                                                ---------------     ----------------
INCOME BEFORE INCOME TAXES                                            1,103,149              958,771
     Income taxes                                                       269,361              229,058
                                                                ---------------     ----------------
NET INCOME                                                      $       833,788     $        729,713
                                                                ===============     ================
Earning per common share                                        $          1.18     $           1.03
                                                                ===============     ================
Average shares outstanding                                              705,295              705,331
                                                                ===============     ================

</TABLE>


See accompanying notes to the unaudited consolidated financial statements.

- -4-
<PAGE>
<TABLE>
<CAPTION>
                                   KILLBUCK BANCSHARES, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
                                       THREE MONTHS ENDED MARCH 31, 2000

                                                                         Accumulated
                                                                             Other                        Total
                                               Common       Retained     Comprehensive    Treasury     Shareholders'  Comprehensive
                                               Stock        Earnings     Income (Loss)      Stock         Equity         Income
                                            -----------    -----------    -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
Balance, December 31, 1999                  $ 8,846,670    $21,352,156    $  (648,620)   $  (633,488)   $28,916,718
     Net income                                                833,788                                       833,788   $   833,788
     Purchase of Treasury stock                                                               (8,806)         (8,806)
     Other comprehensive income:

         Net unrealized loss on
           securities                                                        (189,876)                     (189,876)      (189,876)
                                                                                                                       -----------
     Comprehensive income                                                                                              $   643,912
                                            -----------    -----------    -----------    -----------    -----------    ===========
Balance, March 31, 2000                     $ 8,846,670    $22,185,944    $  (838,496)   $  (642,294)   $29,551,824
                                            ===========    ===========    ===========    ===========    ===========

</TABLE>


See accompanying notes to the unaudited consolidated financial statements.

- -5-
<PAGE>
<TABLE>
<CAPTION>
                                                  KILLBUCK BANCSHARES, INC. AND SUBSIDIARY
                                              CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                   2000               1999
                                                                              ------------       ------------
<S>                                                                           <C>                <C>
Operating Activities
     Net income                                                               $    833,788       $    729,713
     Adjustments to reconcile net income to net cash provided by
      Operating activities:
          Provision for loan losses                                                 60,000             60,000
          Gain on sale of loans                                                     (2,077)           (14,808)
          Provision for depreciation and amortization                              105,936             93,882
          Origination of loans held for sale                                      (525,700)        (1,286,625)
          Proceeds from the sale of loans                                          883,777          1,535,183
          Federal Home Loan Bank stock dividend                                    (15,800)           (14,700)
          Increase in accrued interest and other assets                           (815,731)          (331,742)
          Increase (decrease) in accrued expenses and other liabilities             98,447            (39,034)
                                                                              ------------       ------------
               Net cash provided by operating activities                           622,640            731,869
                                                                              ------------       ------------
INVESTING ACTIVITIES
     Investment securities available for sale:
          Proceeds from maturities and repayments                                3,100,000          7,300,000
          Purchases                                                             (2,000,000)        (3,498,800)
     Investment securities held to maturity:
          Proceeds from maturities and repayments                                        -            150,000
          Purchases                                                               (242,843)        (2,392,172)
     Net increase in loans                                                      (3,662,080)        (3,806,042)
     Purchase of premises and equipment                                           (234,757)          (152,172)
                                                                              ------------       ------------
               Net cash used in investing activities                            (3,039,680)        (2,399,186)
                                                                              ------------       ------------
FINANCING ACTIVITIES
     Net decrease in demand, money market and savings deposits                  (2,426,619)          (120,679)
     Net increase in time deposits                                               4,926,216            886,535
     Repayment of Federal Home Loan Bank advances                                 (229,251)          (401,282)
     Net decrease in short term borrowings                                        (544,999)          (499,998)
     Purchase of Treasury stock                                                     (8,806)                 -
                                                                              ------------       ------------
               Net cash provided by (used in) financing activities               1,716,541           (135,424)
                                                                              ------------       ------------
Net decrease in cash and cash equivalents                                         (700,499)        (1,802,741)
Cash and cash equivalents at beginning of period                                16,823,806         22,172,224
                                                                              ------------       ------------
Cash and cash equivalents at end of period                                    $ 16,123,307       $ 20,369,483
                                                                              ============       ============
Supplemental Disclosures of Cash Flows Information
     Cash Paid During the Period For:
          Interest on deposits and borrowings                                 $  2,106,968       $  2,016,335
                                                                              ============       ============
          Income taxes                                                        $          -       $          -
                                                                              ============       ============

</TABLE>
See accompanying notes to the unaudited consolidated financial statements.

- -6-
<PAGE>
                               KILLBUCK BANCSHARES, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1   BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Killbuck
Bancshares, Inc. (the "Company") and its wholly-owned subsidiary Killbuck
Savings Bank Company (the "Bank").  All significant intercompany balances and
transactions have been eliminated in the consolidation.

The accompanying reviewed consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and, therefore, do not
necessarily include all information that would be included in audited
financial statements.  The information furnished reflects all adjustments
which are, in the opinion of management, necessary for a fair statement of the
results of operations.  All such adjustments are of a normal recurring nature.
The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year.

These statements should be read in conjunction with the consolidated
statements of and for the year ended December 31, 1999 and related notes which
are included on the Form 10-K (file no. 000-24147)

NOTE 2   EARNINGS PER SHARE

The Company currently maintains a simple capital structure; therefore, there
are no dilutive effects on earnings per share.  As such, earnings per share
are calculated using the weighted number of shares for the period.



- -7-
<PAGE>

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

The Private Securities Litigation Reform Act of 1995 contains safe harbor
provisions regarding forward-looking statements.  When used in this
discussion, the words "believes", "anticipates", "contemplates", "expects",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected.  Those risks
and uncertainties include changes in interest rates, risks associated with the
ability to control costs and expenses, Year 2000 issues, and general economic
conditions.  Killbuck Bancshares, Inc. undertakes no obligation to publicly
release the results of any revisions to those forward-looking statements which
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

The Company conducts no significant business or operations of its own other
than holding all of the outstanding stock of the Killbuck Savings Bank
Company.  As a result, references to the Company generally refer to the Bank
unless the context indicates otherwise.

                             FINANCIAL CONDITION

Total assets at March 31, 2000 were $245,609,000 compared to $243,150,000 at
December 31, 1999.

Cash and cash equivalents decreased by $700,000 or 4.2% from December 31,
1999, to March 31, 2000, with liquid funds held in the form of cash on hand
and amounts due from depository institutions decreasing $600,000.  These funds
were used to partially fund loan growth.

Investment securities available for sale decreased by $1,277,000 or 3.1% from
December 31, 1999, as a result of maturities in excess of purchases of
available for sale securities.  Investments held to maturity increased
$224,000 or .7%.

Net loans increased by $3,246,000 or 2.3% from December 31, 1999, to March 31,
3000.  An increase of $2,244,000 occurred in the commercial loan category
while real estate and consumer loan balances increased by $494,000 and
$534,000 respectively.

Total deposits at March 31, 2000 were $204,238,000 compared to $201,738,000 at
December 31, 1999.  Time deposits increased $4,926,000, demand accounts
decreased $3,636,000 and money market and savings accounts increased
$1,210,000.  Management attributes these changes to normal transfers of funds
within the deposit accounts and a promotional time certificate being offered
starting February 5, 2000.

Shareholders' Equity increased by $635,000 or 2.2%, which was mainly due to
earnings of $834,000 for the first three months of 2000 offset by a $190,000
increase in the unrealized loss on securities included in other comprehensive
income and the purchase of Treasury stock for $9,000.  Management monitors
risk-based capital and leveraged capital ratios in order to assess compliance
of the regulatory guidelines.  At March 31, 2000, the total capital ratio was
19.97%; the Tier I capital ratio was 18.73%, and the leverage ratio was
12.03%, compared to regulatory capital requirements of 8.00%, 4.00% and 4.00%
respectively.  These ratios are well in excess of regulatory capital
requirements.

The Company opened and began operating its new branch in Sugarcreek, Ohio in
February, 2000.

- -8-
<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
- ------------------------------------------------------------

Total interest income of $4,512,000 for the three month period ended March 31,
2000, compares to $4,155,000 for the same period in 1999, an increase of
$357,000 or 8.6%.  The majority of the overall increase in total interest
income is attributed to an increase in interest and fees on loans of
approximately $205,000 or 57.4% of the overall increase.  The increase in
interest and fees on loans is due primarily to increased volume in the loan
portfolio due to favorable economic conditions in the Company's lending area.
Average loan balances were $144,794,000 for the first three months of 2000
compared to $138,220,000 for the first three months of 1999.

Total interest expense of $2,111,000 for the three month period ending March
31, 2000, represents an increase of $75,000 from the $2,036,000 reported for
the same three month period in 1999.  The increase in interest expense on
deposits of $82,000 is due mainly to the increases in the volume of deposit
accounts.  Average interest bearing deposits were $172,874,000 for the first
three months of 2000 compared to $164,323,000 for the first three months of
1999.

Net interest income of $2,400,000 for the three months ended March 31, 2000,
compares to $2,119,000 for the same three month period in 1999, an increase of
$281,000 or 13.3%.

Total other income for the three month period ended March 31, 2000, of
$157,000 compares to $154,000 for the same three month period in 1999, an
increase of $3,000 or 1.9%.  Gains on sale of loans decreased $13,000 due to
decreased activity caused by rising fixed loan rates any other income
increased $13,000 due to an increase of $14,000 in alternative investment
income.  The increase in alternative investment income is attributable to
increased activity in this area.

Total other expense of $1,394,000 for the three months ended March 31, 2000,
compares to $1,255,000 for the same three month period in 1999.  This
represents an increase of $139,000 or 11.1%.  Salary and employee benefits
increased approximately $91,000 due to additional staff being hired as a
result of opening the branch in Sugarcreek, Ohio and normal increases in
salaries and employee benefits.  The increases in the remaining expense
accounts were attributable to the opening of the branch in Sugarcreek, Ohio
and increases in items that are normal and recurring in nature.

Net income for the three month period ended March 31, 2000, was $834,000, an
increase of $104,000 or 14.3% from the $730,000 reported at March 31, 1999.



- -9-
<PAGE>

                                     LIQUIDITY
                                     ---------

Management monitors projected liquidity needs and determines the level
desirable based in part on the Company's commitments to make loans and
management's assessment of the Company's ability to generate funds.

The primary sources of funds are deposits, repayment of loans, maturities of
investments, funds provided from operations and advances from the FHLB of
Cincinnati.  While scheduled repayments of loans and maturities of investment
securities are predictable sources of funds, deposit flows and loan repayments
are greatly influenced by the general level of interest rates, economic
conditions and competition.  The Company uses its sources of funds to fund
existing and future loan commitments, to fund maturing time deposits and
demand deposit withdrawals, to invest in other interest-earning assets, to
maintain liquidity, and to meet operating expenses.

Cash and amounts due from depository institutions and federal funds sold
totaled $16,123,000 at March 31, 2000.  These assets provide the primary
source of liquidity for the Company.  In addition, management has designated a
substantial portion of the investment portfolio, $41,034,000 as available for
sale and has an available unused line of credit of $11,694,000 with the
Federal Home Loan Bank of Cincinnati to provide additional sources of
liquidity at March 31, 2000.  As of March 31, 2000, the Company had
commitments to fund loans of approximately $733,000.

Cash was provided during the three month period ended March 31, 2000, mainly
from operating activities of $.6 million a net increase in deposits of $2.5
million and the maturities and repayments of investment securities of $3.1
million.  Cash was used during the three month period ended March 31, 2000,
mainly to fund a net increase in loans of $3.7 million, and for the purchase
of investment securities of $2.2 million.  In addition $.8 million was also
used to reduce Federal Home Loan Bank advances and short term borrowings
during the first three months of 2000.  Cash and cash equivalents totaled
$16.1 million at March 31, 2000, a decrease of $.7 million from $16.8 million
at December 31, 1999.

Management is not aware of any conditions, including any regulatory
recommendations or requirements, which would adversely affect its liquidity or
ability to meet its funding needs in the normal course of business.



- -10-
<PAGE>
                                   RISK ELEMENTS
                                   -------------


The table below presents information concerning nonperforming assets including
nonaccrual loans, renegotiated loans, loans 90 days or more past due, other
real estate loans and repossessed assets at March 31, 2000, and December 31,
1999.  A loan is classified as nonaccrual when, in the opinion of management,
there are doubts about collectability of interest and principal.  At the time
the accrual of interest is discontinued, future income is recognized only when
cash is received.  Renegotiated loans are those loans which terms have been
renegotiated to provide a reduction or deferral of principal or interest as of
result of the deterioration of the borrower.
                                                      March 31,     December 31,
                                                        2000            1999
                                                         (dollars in thousands)
                                                      ---------     ------------
Loans on nonaccrual basis                             $      86     $        287
Loans past due 90 days or more                              413              312
Renegotiated loans                                            -                -
                                                      ---------     ------------
               Total nonperforming loans                    499              599
                                                      ---------     ------------
Other real estate                                             -                -
Repossessed assets                                            -                -
                                                      ---------     ------------
               Total nonperforming assets                  $499     $        599
                                                      =========     ============

Nonperforming loans as a percent of total loans           0.34%            0.42%

Nonperforming loans as a percent of total assets          0.20%            0.25%

Nonperforming assets as a percent of total assets         0.20%            0.25%

Management monitors impaired loans on a continual basis.  As of March 2000,
impaired loans had no material effect on the Company's financial position or
results from operations.

The allowance for loan losses at March 31, 2000, totaled $1,906,000 or 1.3% of
total loans as compared to approximately $1,888,000 or 1.3% at December 31,
1999.  Provisions for loan losses were $60,000 for the three months ended
March 31, 2000 and $60,000 for the three months ended March 31, 1999.

The level of funding for the provision is a reflection of the overall loan
portfolio.  Nonperforming loans consist of approximately $206,000 in one to
four family residential mortgages, $85,000 in commercial real estate, $150,000
in commercial loans and $58,000 in consumer loans.  The collateral
requirements on such loans reduce the risk of potential losses to an
acceptable level in management's opinion.



- -11-
<PAGE>

Management performs a quarterly evaluation of the allowance for loan losses.
The evaluation incorporates internal loan review, actual historical losses, as
well as any negative economic trends in the local market.  The evaluation is
presented to and approved by the Board of Directors.  Although the Company
maintains its allowance for loan losses at a level that it considers to be
adequate to provide for the inherent risk of loss in its portfolio, there can
be no assurance that future losses will not exceed estimated amounts or that
additional provisions for loan losses will not be required in future periods.

                                      YEAR 2000
                                      ---------

The Company has operated and evaluated its computer operating systems
following January 1, 2000 and has not identified any errors or experienced any
computer system malfunctions.  Nevertheless, the Company continues to monitor
its computer operating systems to assess whether its systems are at risk of
misinterpreting any future dates and will develop, if needed, appropriate
contingency plans to prevent any potential system malfunction or correct any
system failures.  The Company has not been informed of any such problem
experienced by its vendors or its customers.  The Company will continue to
monitor its significant vendors of goods and services and customers with
respect to any Year 2000 problems they may encounter, as those issues may
affect its ability to continue operations, or might adversely affect the
Company's financial position, results of operations and cash flows.  At this
time, the Company does not believe that those potential problems will
materially impact the ability to continue operations.  However, no assurance
can be given that this will be the case.



- -12-
<PAGE>

                           Part II   OTHER INFORMATION


Item 1 - Legal Proceedings

         None

Item 2 - Changes in the rights of the Company's security holders

         None

Item 3 - Defaults by the Company on its senior securities

         None

Item 4 - Results of votes of security holders

         None

Item 5 - Other Information

         None

Item 6 - Exhibits and Reports on Form 8-K

         a)  The following exhibits are included in this report or
 incorporated herein by reference:
             3(I)   Articles of Incorporation of Killbuck Bancshares, Inc.*
             3(ii)  Code of Regulations of Killbuck Bancshares, Inc.*
             10     Agreement and Plan of Reorganization with Commercial and
                    Savings Bank Co.*
             21     Subsidiaries of Registrant*
             27     Financial Data Schedule (in electronic filing only)
             99     Independent Accountant's Report

         b)  No reports on Form 8-K were filed during the quarter of the
             period covered by this report.

             *Incorporated by reference to an identically numbered exhibit to
              the Form 10 (file No. 0-24147) filed with SEC on April 30, 1998
              and subsequently amended on July 8, 1998 and July 31, 1998.




- -13-
<PAGE>

                                   SIGNATURES


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

                             Killbuck Bancshares, Inc.


Date:                                       By:/s/Luther E. Proper
     ---------------------
                                               ------------------------------
                                               Luther E. Proper
                                               President and
                                               Chief Executive Officer




Date:                                       By:/s/Jon D. Boley
       ----------------------
                                               ------------------------------
                                               Jon D. Boley
                                               Principal Financial Officer







- -14-
<PAGE>







Exhibit 99




INDEPENDENT ACCOUNTANT'S REPORT


Board of Directors
Killbuck Bancshares, Inc.

We have reviewed the accompanying consolidated balance sheet of Killbuck
Bancshares, Inc. and subsidiary as of March 31, 2000 and the related
consolidated statements of income and cash flows for the three-month periods
ended March 31, 2000 and 1999 and the consolidated statement of changes in
shareholders' equity for the three month period ended March 31, 2000.  These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1999, and the
related consolidated statements of income, changes in shareholders' equity and
cash flows for the year then ended (not presented herein); and in our report
dated January 28, 2000 we expressed an unqualified opinion on those
consolidated financial statements.  In our opinion, the information set forth
in the accompanying consolidated balance sheet as of December 31, 1999, is
fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.

/s/S.R. SNODGRASS, A.C.


Steubenville, Ohio
April 26, 2000


S.R. Snodgrass, A.C.
626 North Fourth Street
Steubenville, Ohio 43592-1982
Phone: 740-282-2771
Facsimile: 740-282-1606



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