ABIGAIL ADAMS NATIONAL BANCORP INC
10QSB, 1996-11-14
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------


                                   FORM 10-QSB

|X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended       September 30, 1996
                              ----------------------------------


| |  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


For the transition period from_____________________to_______________

    Commission file number   0-10971
                             ---------------------------------------

                      ABIGAIL ADAMS NATIONAL BANCORP, INC.
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                          52-1508198
- --------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer ID No.)
Incorporation or organization)

                   1627 K Street, N.W. Washington, D.C. 20006
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                  202-466-4090
- --------------------------------------------------------------------------------
                  Issuer's telephone number including area code

                                      N / A
- --------------------------------------------------------------------------------
       Former name, address, and fiscal year, if changes since last report

     Indicate by check whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  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 the past 90
days. Yes X No
         ---    ---
     State the number of shares  outstanding of each of the issuer's  classes of
common  equity as of November 9, 1996:  1,650,032  shares of Common  Stock,  Par
Value $0.01/share.

Transitional Small Business Disclosure Format (check one): Yes    No X
                                                              ---   ---

<PAGE>



                                     PART I.
- --------------------------------------------------------------------------------
Item 1 - Financial Statements
- --------------------------------------------------------------------------------

























































                                              1

<PAGE>

<TABLE>
<CAPTION>
               ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
                           Consolidated Balance Sheets
                September 30, 1996 and 1995 and December 31, 1995

                                                                                     Sept 30            Sept 30         December 31
                                                                                       1996               1995              1995
                                                                                       ----               ----              ----
Assets                                                                             (unaudited)        (unaudited)
- ------------------------------------------------------
<S>                                                                                  <C>               <C>             <C>       
  Cash and due from banks                                                              $6,570,628       $4,004,500      $4,953,200
  Short-term investments:
    Federal funds sold and securities purchased under agreements to resell             24,800,000          425,000       9,475,000
    Interest bearing deposits in other banks                                            1,476,715          391,715         486,715
                                                                                  -------------------------------------------------
      Total short-term investments                                                     26,276,715          816,715       9,961,715

  Securities available for sale                                                         3,496,562        4,497,999       5,508,406

  Investments securities (market value of $9,874,241, $9,794,674 and $8,309,265
    at September 30, 1996, September 30, 1995 and December 31, 1995, respectively)      9,854,361        9,707,042       8,192,647


  Loans                                                                                63,342,910       59,652,497      63,592,395
    Less: Allowance for loan losses                                                    (1,278,531)      (1,271,591)     (1,273,965)
                                                                                  -------------------------------------------------
                                                                                       62,064,379       58,380,906      62,318,430
  Bank premises and equipment                                                             763,268          281,327         277,517
  Other real estate owned                                                                 104,800               --             --
  Other assets                                                                          1,452,993        1,197,765       1,152,761
                                                                                  -------------------------------------------------
     Total assets                                                                    $110,583,706      $78,886,254     $92,364,676
                                                                                  =================================================

Liabilities
- ------------------------------------------------------

  Demand deposits                                                                     $28,205,478      $20,441,476     $23,443,937
  NOW accounts                                                                          8,702,104        7,887,076       7,343,282
  Money market deposit accounts                                                        25,709,472       14,805,708      21,391,814
  Savings deposits                                                                      1,249,828        1,201,320       1,317,226
  CD's $100,000 and over                                                               12,902,087       10,428,744      13,590,946
  CD's under $100,000                                                                  18,108,949       15,201,064      15,975,990
                                                                                  -------------------------------------------------
    Total deposits                                                                     94,877,918       69,965,388      83,063,195

  Federal funds purchased and securities sold under agreements to repurchase            2,074,705        1,761,208       1,785,402
  Long-term debt -- capital note                                                                           204,875         186,250
  Other liabilities                                                                       725,711          539,553         710,963
                                                                                  -------------------------------------------------
    Total liabilities                                                                  97,678,334       72,471,024      85,745,810

Stockholders' Equity
- ------------------------------------------------------

  Common stock, par value, $.01 per share, authorized 5,000,000 shares;
   issued 1,654,712; outstanding 1,650,032                                                 16,547            8,592           8,592
  Surplus                                                                              12,158,394        6,147,421       6,147,421
  Retained earnings                                                                     1,007,284          339,171         531,830
                                                                                  -------------------------------------------------
                                                                                       13,182,225        6,495,184       6,687,843
  Less: Treasury Stock, 4,680 shares at cost                                              (28,710)         (28,710)        (28,710)
            ESOP Stock, 25,000 shares at cost                                            (218,750)             --              --
           Unrealized loss on securities, net of taxes                                    (29,393)         (51,244)        (40,267)
                                                                                  -------------------------------------------------
    Total stockholders' equity                                                         12,905,372        6,415,230       6,618,866
                                                                                  -------------------------------------------------
    Total liabilities and stockholders' equity                                       $110,583,706      $78,886,254     $92,364,676
                                                                                  =================================================

</TABLE>



                                        2

<PAGE>

<TABLE>
<CAPTION>

               ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                For the Period Ended September 30, 1996 and 1995
                                   (Unaudited)
                                                                       For three months              For six months
                                                                        Ended Sept 30,                Ended Sept 30,
                                                                       1996        1995             1996           1995
                                                                       ----        ----             ----           ----
Interest income:
- ------------------------------------------------------
<S>                                                                   <C>          <C>          <C>             <C>       
  Interest and fees on loans                                          $1,514,188   $1,518,689   $4,493,833      $4,416,395
  Interest and dividends on investment securities:
    U.S. Treasury                                                         15,237       17,217       34,385          53,344
    Obligations of U.S. government agencies                              107,722      131,098      285,153         327,292
    Mortgage-backed securities                                             6,507        8,886       21,774          30,186
    Other                                                                  7,628        6,940       21,605          25,423
                                                                     ------------------------------------------------------
     Total interest and dividends on investment securities               137,094      164,141      362,917         436,245

  Interest on securities available for sale:
    U.S. Treasury                                                          7,270       46,345       48,098         138,540
    Obligations of U.S. government agencies                               36,060        5,005      121,299          83,575
                                                                     ------------------------------------------------------
     Total interest on securities available for sale                      43,330       51,350      169,397         222,115

  Interest on federal funds sold                                         227,991       23,865      442,272          88,940
  Interest on deposits with other banks                                   15,302        5,718       31,148          16,530
                                                                     ------------------------------------------------------
      Total interest income                                            1,937,905    1,763,763    5,499,567       5,180,225
Interest expense
- ------------------------------------------------------
  Interest on deposits:
    NOW                                                                   50,422       61,446      142,040         204,644
    Money market deposit accounts                                        273,618      196,247      744,404         603,246
    Savings deposits                                                       8,479        7,630       25,657          22,578
    CD's $100,000 and over                                               110,945      160,935      398,486         537,997
    CD's under $100,000                                                  267,523      235,214      734,288         618,285
                                                                     ------------------------------------------------------
                                                                         710,987      661,472    2,044,875       1,986,750
  Interest on Federal funds purchased and securities
   sold under agreements to repurchase                                    28,173       21,570       79,583          64,400
  Interest on other borrowings                                                 0            0            0           6,559
  Interest on subordinated note                                                0        3,353        4,219          10,896
                                                                     ------------------------------------------------------
    Total interest expense                                               739,160      686,395    2,128,677       2,068,605
                                                                     ------------------------------------------------------
    Net interest income                                                1,198,745    1,077,368    3,370,890       3,111,620
Provision for loan losses                                                (50,000)           0      (50,000)              0
                                                                     ------------------------------------------------------
    Net interest income after provision for loan losses                1,248,745    1,077,368    3,420,890       3,111,620






</TABLE>










                                        3

<PAGE>

<TABLE>
<CAPTION>

               ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                For the Period Ended September 30, 1996 and 1995
                                   (Unaudited)

                                                                       For three months              For six months
                                                                        Ended Sept 30,                 Ended Sept 30,
                                                                       1996        1995             1996            1995
                                                                       ----        ----             ----            ----
Other income:
- ------------------------------------------------------
<S>                                                                    <C>           <C>         <C>             <C>    
  Service charges on deposit accounts                                    189,706      192,907      537,739         562,759
  Other fees and commissions                                              82,553       31,730      141,988          80,161
                                                                     ------------------------------------------------------
    Total other income                                                   272,259      224,637      679,727         642,920
Other expense:
- ------------------------------------------------------
  Salaries and employee benefits                                         461,150      409,537    1,345,597       1,238,551
  Net occupancy expense                                                  196,613      182,010      551,938         558,575
  Professional fees                                                       71,972      124,028       87,199         302,488
  Data processing fees                                                    85,233       70,737      258,566         205,250
  Other operating expense                                                235,764      180,330      615,978         589,239
                                                                     ------------------------------------------------------
    Total other expense                                                1,050,732      966,642    2,859,278       2,894,103
                                                                     ------------------------------------------------------
    Income before taxes                                                  470,272      335,363    1,241,339         860,437
Income tax expense                                                       172,873       93,620      458,460         236,620
                                                                     ------------------------------------------------------
    Net income                                                          $297,399     $241,743     $782,879        $623,817
                                                                     ======================================================

Earnings per share:
- ------------------------------------------------------
    Net income per share                                                   $0.20        $0.28        $0.73           $0.73
                                                                     ======================================================

    Average shares outstanding used to compute EPS                     1,502,192      854,532    1,077,659         854,532
                                                                     ======================================================


</TABLE>






























                                        4

<PAGE>

<TABLE>
<CAPTION>

               ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
           Consolidated Statements of Changes in Stockholders' Equity
              For the Nine Months Ended September 30, 1996 and 1995
                                   (Unaudited)

                                                                  Additional     Retained   Treasury/
                                                        Common       Paid-in     Earnings        ESOP  Unrealized Loss
                                                         Stock       Capital    (Deficit)       Stock    on Securities      Total
                                                         -----       -------    ---------       -----    -------------      -----

<S>                                                 <C>          <C>           <C>          <C>            <C>       <C>         
Balance, January 1, 1995                            $2,864,040    $3,291,973    ($284,646)   ($28,710)     ($80,387)  $5,762,270

   Change in par value of common stock              (2,861,176)    2,861,176          ---         ---           ---           --
   Shares issued in three-for-one
      stock split in the form of a stock dividend        5,728        (5,728)         ---         ---           ---           --
  Net income                                               ---           ---      623,817         ---           ---      623,817
  Unrealized gain on securities, net of taxes              ---           ---          ---         ---        29,143       29,143
                                                   ------------------------------------------------------------------------------

Balance,  September 30, 1995                            $8,592    $6,147,421     $339,171    ($28,710)     ($51,244)  $6,415,230
                                                   ==============================================================================



Balance, January 1, 1996                                $8,592    $6,147,421     $531,830    ($28,710)     ($40,267)  $6,618,866

  Issuance of 795,500 shares of Common Stock             7,955     6,010,973          ---         ---           ---    6,018,928
  Loan to ESOP to finance purchase of
     25,000 shares of Common Stock                         ---           ---          ---    (218,750)          ---     (218,750)
  Net income                                               ---           ---      782,879         ---           ---      782,879
  Dividends declared                                       ---           ---     (307,425)        ---           ---     (307,425)
  Unrealized gain on securities,
    net of taxes                                           ---           ---          ---         ---        10,874       10,874
                                                   ------------------------------------------------------------------------------

Balance, September 30, 1996                            $16,547   $12,158,394   $1,007,284   ($247,460)     ($29,393) $12,905,372
                                                   ==============================================================================


</TABLE>


























                                        5

<PAGE>

<TABLE>
<CAPTION>

               ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
                      Consolidated Statement of Cash Flows
              For the Nine Months Ended September 30, 1996 and 1995
                                   (Unaudited)

                                                                                               1996                 1995
                                                                                               ----                 ----
Operating Activities
- ------------------------------------------------------

<S>                                                                                       <C>                  <C>     
  Net income                                                                                 $782,879             $623,817
  Adjustments to reconcile net income to net cash provided by operating activities:
    Provision for loan losses                                                                 (50,000)                  --
    Depreciation and amortization on bank premises & equipment                                102,108              117,156
    Accretion of loan discounts                                                                26,466              (53,784)
    Amortization and accretion of discounts and premiums on investment securities               2,258               18,225
    Gain on sale of other real estate                                                         (16,789)                  --
    Increase in other assets                                                                 (370,744)             (94,709)
    Benefit for deferred income taxes                                                          70,514              118,524
    Decrease in other liabilities                                                             (86,623)             (86,083)
                                                                                         ----------------------------------
      Net cash provided  by operating activities                                              460,069              643,146

Investing Activities
- ------------------------------------------------------
  Proceeds from repayment and maturity of investment securities                             4,300,000              300,000
  Proceeds from repayment of mortgage-backed securities                                        87,037              103,710
  Proceeds from repayment and maturity of securities available for sale                     6,500,000            7,588,400
  Proceeds from repayment and maturity of time deposits                                            --               99,000
  Purchase of investment securities                                                        (6,020,712)          (1,003,825)
  Purchase of securities available for sale                                                (4,500,000)          (6,072,462)
  Increase in short-term investments                                                         (990,000)                  --
  Principal collected on loans                                                              8,581,976           10,533,176
  Loans originated                                                                         (9,988,427)         (10,738,535)
  Net increase in short-term loans                                                            (12,463)             (67,160)
  Net decrease  in lines of credit                                                          1,696,498            1,407,552
  Purchase of bank premises and equipment                                                    (587,859)             (29,263)
  Purchase of other real estate                                                              (317,381)                  --
  Proceeds from disposition of other real estate                                              229,370                   --
                                                                                         ----------------------------------
      Net cash provided (used) by investing activities                                     (1,021,961)           2,120,593

Financing Activities
- ------------------------------------------------------
  Net increase (decrease) in transaction and savings deposits                              10,370,623           (4,799,417)
  Proceeds from issuance of time deposits                                                  16,010,647           33,259,593
  Payments for maturing time deposits                                                     (14,566,547)         (33,788,290)
  Net increase in Federal funds purchased and repurchase agreements                           289,302            1,400,500
  Payments on long-term debt                                                                 (186,250)             (55,875)
  Proceeds from issuance of common stock (net)                                              6,018,928                   --
  Loan to KSOP                                                                               (218,750)                  --
  Payment of dividends                                                                       (213,633)                  --
                                                                                         ----------------------------------
      Net cash provided (used) by financing activities                                     17,504,320           (3,983,489)
                                                                                         ----------------------------------

      Increase (decrease) in cash  and cash equivalents                                    16,942,428           (1,219,750)
      Cash and cash equivalents at beginning of period                                     14,428,200            5,649,250
                                                                                         ----------------------------------
      Cash and cash equivalents at end of period                                          $31,370,628           $4,429,500
                                                                                         ==================================

Supplementary disclosures:

Interest paid on deposits and borrowings                                                   $2,104,774           $2,065,399
                                                                                         ==================================
Income taxes paid                                                                            $458,500             $175,593
                                                                                         ==================================
</TABLE>

                                        6

<PAGE>




                      Abigail Adams National Bancorp, Inc.
                   Notes to Consolidated Financial Statements
                           September 30, 1996 and 1995



1.    General
     The unaudited  information  at and for the nine months ended  September 30,
1996 and l995  furnished  herein  reflects  all  adjustments  which are,  in the
opinion of  management,  necessary  to a fair  statement  of the results for the
interim periods presented. All adjustments are of a normal and recurring nature.
All financial  information presented gives retroactive effect to (i) an increase
in the number of shares of authorized Common Stock from 800,000 to 5,000,000 and
a  reduction  of par value to $0.01 per share as of July 8,  1996,  and (ii) the
issuance  by the Company on July 9, 1996 of a  three-for-one  stock split in the
form of a stock  dividend of two shares of Common Stock for each share of Common
Stock issued and outstanding.

2.    Contingent Liabilities
     In the normal course of business, there are various outstanding commitments
and  contingent  liabilities  such as  commitments  to extend credit and standby
letters  of  credit  that are not  reflected  in the  accompanying  consolidated
financial  statements.  No material  losses are anticipated as a result of these
transactions on either a completed or uncompleted basis.

     Under the terms of an  employment  agreement  with the  President and Chief
Executive  Officer of the Company and the Bank, the Company is obligated to make
payments to her under certain conditions,  totaling  approximately  $499,000, in
the event her employment is terminated.

     Under the terms of severance agreements with seven key management officials
of the Bank,  the Bank is obligated to make  payments  totaling  $539,000  under
certain  conditions  in the event of a change in control  of the  Company or the
Bank.

     The Company maintains  directors' and officers'  liability insurance in the
amount of $2,000,000,  subject to certain exclusions. In addition,  according to
the by-laws,  the Company is obligated to indemnify  any director or officer for
losses incurred to the full extent  authorized or permitted by Delaware  general
corporation law.


3.    Shareholder Rights Plan
     On April 12, 1994,  the Board of Directors of the Company  adopted a Rights
Agreement ("Rights  Agreement"),  which was amended April 20, 1995.  Pursuant to
the Rights Agreement,  the Board of Directors of the Company declared a dividend
of one  share  purchase  right  for each  share of the  Company's  common  stock
outstanding on April 25, 1994 ("Right"). Among other things, each Right entitles
the holder to purchase  one share of the  Company's  common stock at an exercise
price of $20.11.

                                        7

<PAGE>



     Subject to certain  exceptions,  the Rights will be exercisable if a person
or  group  of  persons  acquires  25% or  more  of the  Company's  common  stock
("Acquiring  Person"),  or announces a tender offer,  the  consummation of which
would  result in ownership by a person or group of persons of 25% or more of the
common  stock,  or if the Board  determines  that a person  or group of  persons
holding  15% or more of the  Company's  common  stock is an Adverse  Person,  as
defined in the Rights Agreement.

     Upon the occurrence of one of the triggering events, all holders of Rights,
except the Acquiring Person or Adverse Person, would be entitled to purchase the
Company's common stock at 50% of the market price. If the Company is acquired in
a merger or  business  combination,  each holder of a Right would be entitled to
purchase common stock of the Acquiring Person at a similar discount.

     The Board of  Directors  may redeem the Rights for $0.01 per share or amend
the Plan at any time before a person  becomes an  Acquiring  Person.  The Rights
expire on December 31, 2003.

4.    Employee Benefits
     The  Company  has  adopted a  Nonqualified  Stock  Option  Plan for certain
officers and key  employees  and has reserved  90,000 shares of common stock for
options to be granted under the plan. No options have been granted to date.

     On January 23, 1996,  the Company  adopted a nonqualified  Directors  Stock
Option Plan (the  "Directors  Plan") and a qualified  Employee  Incentive  Stock
Option Plan covering key employees (the "Employee Plan"), which were approved by
the  shareholders  on October 15, 1996.  Shares  subject to options  under these
plans may be authorized but unissued  shares or treasury  shares.  Options under
the  Directors  Plan are granted at a price not less than 85% of the fair market
value of the  Company's  common  stock on the date of grant.  The  options  vest
beginning  in 1996 at an annual  rate of 20% at the end of each year and  become
fully  vested in the event of a Change in Control,  as defined in the  Directors
Plan,  or in the event that the  Director  leaves the Board.  Options  under the
Employee  Plan are  granted at a price of 100% of the fair  market  value of the
Company's  common  stock on the date of grant and are  immediately  exercisable.
Options  under  both plans  expire  not later  than ten years  after the date of
grant.  Options for a total of 16,416 shares of common stock available for grant
under the above Plans were granted at a price of $6.74 for  directors  and $7.93
for employees. No options have been exercised under these plans.

     On March 29, 1996,  the Company  granted the President and Chief  Executive
Officer a nonquali fied stock option to purchase  75,000 shares at a price equal
to 85% of the fair market  value of the  Company's  common  stock on the date of
grant  ($6.74).  The option vests  beginning in 1996 at an annual rate of 20% at
the end of each  year and  becomes  fully  vested  in the  event of a Change  in
Control as defined in the Agreement, or in the event that she leaves the Company
or the Bank.

     Compensation  expense is recognized  on the Directors  Plan and the options
granted to the President and Chief  Executive  Officer in an amount equal to the
difference between the quoted market price of the stock at the date of grant and
the amount the employee/director is required to pay,

                                        8

<PAGE>



ratably over the five year vesting periods.

     On April 16,  1996,  the  Company and the Bank  adopted an  employee  stock
ownership  plan  ("ESOP")  with 401(k)  provisions,  replacing the Bank's former
401(k) Plan. Participants may elect to contribute to the ESOP a portion of their
salary,  which may not be less than 1% nor more than 15%, of their annual salary
(up to $9,500 for 1996). In addition, the Bank may make a discretionary matching
contribution  equal to one-half of the percentage amount of the salary reduction
elected by each  participant  (up to a maximum of 3%), which  percentage will be
determined each year by the Bank, and an additional  discretionary  contribution
determined  each year by the Bank.  Employee  contributions  and the  employer's
matching contributions immediately vest. Employer's discretionary  contributions
are vested as follows:  0% for less than three  years of service;  20% for three
years of service;  40% for four years of service; 60% for five years of service;
80% for six years of service; and 100% for seven or more years of service.

5.   Net Income Per Share
     Net income per common  share is  calculated  by dividing  net income by the
weighted   average  number  of  common  shares  and  common  share   equivalents
outstanding  during the period,  1,077,659 and 854,532 for the nine months ended
September  30, 1996 and 1995,  respectively,  and  1,502,192 and 854,532 for the
three  months  ended  September  30, 1996 and 1995,  respectively.  Common share
equivalents include stock options.

6.    Change in Accounting Principles
(a)   Accounting for the Impairment of Long-Lived Assets
     In March 1995, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long- Lived Assets to Be Disposed Of" (SFAS No. 121).
SFAS  No.  121  requires  that  assets  to be held  and  used be  evaluated  for
impairment whenever events or circumstances indicate that the carrying value may
not be recoverable.  SFAS No. 121 also requires that assets to be disposed of be
reported at the lower of cost or fair value less selling costs.  SFAS No. 121 is
effective for the Company as of January 1, 1996.  Implementation of SFAS No. 121
does not have a  material  impact on the  results  of  operations  or  financial
position at or for the nine months ended September 30, 1996.

(b)   Accounting for Mortgage Servicing Rights
     In May 1995, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 122,  "Accounting  for Mortgage  Servicing
Rights" (SFAS No. 122). SFAS No. 122 provides  accounting for mortgage servicers
that sell or  securitize  loans and  retain  servicing  rights.  SFAS No. 122 is
effective  as of  January  1,  1996.  The  Company  does not sell or  securitize
mortgage loans and retain servicing rights and therefore the  implementation  of
SFAS No. 122 will not have a material impact.


(c)   Accounting for Stock Based Compensation
     In October 1995, the Financial  Accounting Standards Board issued Statement
of Financial

                                        9

<PAGE>



Accounting  Standards No. 123,  "Accounting for Stock Based  Compensation" (SFAS
No.  123).  SFAS No. 123 allows  companies  either to  continue  to account  for
stock-based  employee  compensation plans under existing accounting standards or
to adopt a fair-value-based method of accounting as defined in the new standard.
The Company follows the existing accounting  standards for these plans, but will
provide annual  pro-forma  disclosure of net income and earnings per share as if
the expense provisions of SFAS No. 123 had been adopted.



























                                       10

<PAGE>



                    PART I. FINANCIAL INFORMATION (Continued)
- --------------------------------------------------------------------------------
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations
- --------------------------------------------------------------------------------
Overview
     Total assets of Abigail Adams National  Bancorp,  Inc. and subsidiary  (the
"Company") were $110,584,000 at September 30, 1996 as compared to $92,365,000 at
December 31, 1995.  Total assets at September 30, 1996  increased by $18,219,000
from December 31, 1995 predominantly due to increases in short-term  investments
of $16,315,000.  Total deposits  increased by $11,815,000 during the same period
to  $94,878,000  at September  30, 1996 due  primarily to an increased  level of
Treasury  Tax and Loan  deposits as well as normal  fluctuations  in  commercial
money market accounts.

     The  Company  reported  net  income  for the first  nine  months of 1996 of
$783,000,  or $0.73 per share,  for an  annualized  return on average  assets of
1.15% and an annualized  return on average equity of 12.41%.  This compares with
return  on assets of 1.01%  and  return on equity of 13.74%  for the first  nine
months of 1995.  Net  income for the first  nine  months of 1996  reflects a 25%
increase  over the  $624,000  net income (or $0.73 per share)  recorded  for the
first nine months of 1995.  Increases in net interest  income and other  income,
reductions in operating  expenses and a negative loan loss provision,  partially
offset by increases  in the  Company's  effective  tax rate,  accounted  for the
growth in net income.

Analysis of Net Interest Income
     Net  interest  income,  the most  significant  component  of the  Company's
earnings,  increased by $259,000, or 8%, to $3,371,000 for the first nine months
of 1996 as  compared to  $3,112,000  for the  comparable  1995  period.  Average
earning  assets for the first nine months of 1996 of  $91,325,000  increased  by
$8,839,000,  or 11%,  over the  comparable  1995 period.  Increased net interest
income resulting from increased earning assets and a six basis point decrease in
the cost of funds coupled with a 21% increase in demand deposit accounts for the
first nine  months of 1996 as compared to 1995 more than offset the effects of a
decline in the average loan to deposit ratio of 77% for the first nine months of
1996 from 82% for the comparable  prior year period.  These factors  combined to
produce a net interest  spread of 3.96% and a net  interest  margin of 5.32% for
the first  half of 1996,  reflecting  decrease  of 20 basis  points  and 5 basis
points, respectively, from the prior year.

Other Income
     Total other income increased by approximately  $37,000,  or 6%, to $680,000
for the first nine months of 1996. Decreases in service charges on deposits were
partially  offset  by  the  $12,000   increase  in  income   recognized  on  ATM
transactions,  primarily from the  implementation in early September 1996 of the
$1.00  surcharge on noncustomer  ATM  transactions.  Rental income received from
other real estate coupled with gains recognized on the sale of other real estate
and one loan, more than offset the decrease in service charges on deposits.



                                       11

<PAGE>


Other Expense
     Salaries  and  benefits  of  $1,346,000  for the first nine  months of 1996
increased by $107,000,  or 9%, over the first nine months of 1995, due primarily
to an increase in the number of employees attributable to the new branch, normal
merit  increases,  increases in employee  benefits and training and  recruitment
expenses.  Net  occupancy  expense of $552,000 for the first nine months of 1996
reflects  a  decrease  of  $7,000,  or 1%,  from one year  earlier  despite  the
additional rental expense beginning in the first quarter of 1996 on a new branch
and the additional depreciation expense of a local area network installed in the
later part of the second quarter of 1996. Depreciation on the local area network
hardware  and  software,  coupled  with the October 21, 1996  opening of the new
branch,  referred to above,  is  expected  to  continue to impact the  Company's
occupancy expense in the future. Professional fees of $87,000 for the first nine
months of 1996 declined by $215,000 from one year earlier due primarily to lower
legal fees associated with loan workouts and other corporate matters, as well as
prior legal expenses which the Small Business  Administration ("SBA") has agreed
to reimburse the Company for the workout of two troubled SBA  guaranteed  loans.
Data processing  expense of $259,000 for the first nine months of 1996 increased
by $54,000, or 26%, over the prior year as a result of increased activity levels
and item charges as well as the introduction of new electronic  services.  Other
operating  expense  of  $616,000  for the first nine  months of 1996  reflects a
decrease of $27,000,  or 5%, over the prior year due primarily to decreased FDIC
deposit insurance premiums,  partially offset by increases in administrative and
overhead expenses.

Income Tax Expense
     Income tax expense of $458,000  for the first nine months of 1996  reflects
an increase of $221,000 over the $237,000 tax expense  recorded one year earlier
due to an increase in the Company's  effective tax rate to 37% from 28% one year
earlier.  During 1995, the Company reduced its deferred tax valuation  allowance
to zero which reduced the effective tax rate.

Analysis of Loans
     The loan  portfolio  at  September  30, 1996 of  $63,343,000  decreased  by
$249,000,  or less than 1%, as compared  to the  December  31,  1995  balance of
$63,592,000  primarily  due  to  fluctuations  in  the  outstanding  balance  of
commercial loans issued under lines of credit.  Loans  outstanding on commercial
lines of credit were  approximately  40% of the total  committed  line amount at
September 30, 1996 as compared to 52% at December 31, 1995. New loans, exclusive
of short-term  loans and lines of credit,  of $9,988,000  were originated in the
first nine months of 1996, however, loan principal payments of $8,582,000 offset
a portion of this increase.  The loan to deposit ratio at September 30, 1996 was
67% as compared to 77% at December  31,  1995.  On average,  the loan to deposit
ratio for the first nine months of 1996 was 77%.

                                       12

<PAGE>


Loan  concentrations  at September 30, 1996 and December 31, 1995 are summarized
as follows:

<TABLE>
<CAPTION>
                               Loan Concentrations
                   At September 30, 1996 and December 31, 1995

                                            September 30,    December 31,
                                                 1996            1995
                                                 ----            ----
<S>                                              <C>             <C>
Service industry                                  40%             38%
Real estate development/finance                   31              32
Wholesale/retail                                  21              21
Other                                              8               9
                                                 ---             ---
  Total                                          100%            100%
                                                 ===             ===
</TABLE>


Analysis of Investments
     Securities  available for sale totaling $6,500,000 matured during the first
nine months of 1996 as  compared  to  purchases  of  $4,500,000  during the same
period. These securities  transactions  coupled with scheduled  amortization and
accretion for the first nine months accounted for the $2,012,000 decrease in the
available for sale  portfolio to $3,497,000 at September 30, 1996 as compared to
$5,508,000 at December 31, 1995.  Long-term  investment  purchases of $6,021,000
partially  offset by  maturities  totaling  $4,300,000  and  normal pay downs on
mortgage-backed  and other  amortizing  securities,  account for the  $1,662,000
increase  in  long-term  investments  to  $9,854,000  at  September  30, 1996 as
compared to $8,193,000 at December 31, 1995.

     Short-term investments increased by $16,315,000 to $26,277,000 at September
30, 1996 due to the temporary  investment  of proceeds from the Company's  stock
offering  completed in the third quarter as well as normal  fluctuations  in the
Company's liquidity.

Noninterest-Earning Assets
     Cash and due from banks of $6,571,000  at September  30, 1996  increased by
$1,618,000  from the December 31, 1995 balance of  $4,953,000.  This increase is
due  primarily to the receipt of funds in the  Company's  account at the Federal
Reserve Bank  subsequent  to the deadline for  investing  those funds with other
financial  institutions as well as a  correspondent  bank's failure to execute a
security  transaction  on the  required  day,  thus  leaving  excess cash in the
Company's  account at the Federal  Reserve Bank. The Company was  compensated by
the  correspondent  bank for the  interest  lost on the excess funds left at the
Federal Reserve Bank.

Deposits
     Total   deposits  of   $94,878,000  at  September  30,  1996  increased  by
$11,815,000,  or 14%, from the December 31, 1995 balance of $83,063,000.  Demand
deposits of  $28,205,000  at September  30, 1996 reflect a  $4,761,000,  or 20%,
increase from the $23,444,000  balance at December 31, 1995 due principally to a
$4,800,000  Treasury Tax and Loan deposit received on September 30, 1996. Normal
fluctuations  in the deposits of nonprofit  accounts make up the majority of the
$1,359,000  increase in NOW  accounts to  $8,702,000  at  September  30, 1996 as
compared  to  $7,343,000  at  December  31,  1995.   Money  market  accounts  of
$25,709,000 at September 30, 1996 increased by $4,317,000  from the  $21,392,000
balance  reported at December 31, 1995 due primarily to normal  fluctuations  in
the balances of commercial  customers.  Certificates of deposit at September 30,
1996 of  $31,011,000  increased by $1,444,000  from the  $29,567,000  balance at
December 31, 1995, with  certificates of deposit $100,000 and over decreasing by
$689,000 and  certificates  of deposit under $100,000  increasing by $2,133,000.
The increase in  certificates  of deposit under $100,000 is primarily due to the
issuance of brokered deposits during the second quarter of 1996.

                                       13

<PAGE>



     Average  noninterest-bearing  demand  deposits for the first nine months of
1996 of $21,839,000  increased by $3,819,000,  or 21%, from the comparable  1995
period, while average  interest-bearing  deposits increased by $2,046,000 during
the same period to  $57,996,000.  Average NOW accounts for the first nine months
of  1996  of  $7,858,000  decreased  by  $3,217,000  due in  large  part  to the
withdrawal  of  deposits  of one  large  national  organization  as  part of the
organization's deposit consolidation program.  Average money market deposits for
the first nine months of 1996 of  $21,960,000  increased by $5,814,000  over the
prior year's average balance.  Average certificates of deposit $100,000 and over
decreased  by  $3,393,000  to  $9,967,000  for the first nine  months of 1996 as
compared to the first nine months of 1995 due  principally  to the withdrawal of
District of Columbia  collateralized  deposits.  Average certificates of deposit
under  $100,000  for the first nine months of 1996 of  $16,928,000  increased by
$2,685,000  over the  comparable  period of the prior year  primarily due to the
issuance of  brokered  certificates  of deposit  during 1995 and 1996 as well as
increases in deposits  attributable  to  affiliated  companies of the  Company's
Board of  Directors.  Average  noninterest-bearing  deposits  to  average  total
deposits  during the first nine months of 1996  represent 27% as compared to 24%
one year earlier.

Asset Quality
Loan Portfolio and Adequacy of Allowance for Loan Losses
     As a result of  improvement  in the quality of the loan  portfolio over the
last few years as well as relatively low levels of net charge-offs,  the Company
has taken no provision for loan losses since the third quarter of 1994.  Despite
this,  the  unallocated  portion of the Company's  Allowance for Loan Losses has
continued to grow since that time. During the third quarter of 1996, the Company
received a recovery of approximately  $87,000 on a previously  charged off loan,
further  increasing  the level of the  unallocated  allowance.  During the third
quarter of 1996,  the  Company  evaluated  the level of the  Allowance  for Loan
Losses, specifically the unallocated portion, to determine the level which would
be prudent given the Company's  nonperforming  asset and charge-off trends while
at the same time allowing for loan portfolio  growth through the end of 1996 and
allowing for an appropriate  level of cushion for any future  problems which may
be unidentified at this time.  Pending the fourth quarter 1996 outcome of recent
actions  taken on a few  loans,  the  final  resolution  of which  would  have a
significant impact on the level of the specifically allocated Allowance for Loan
Losses,  only a portion  of the  total  excess  Allowance  for Loan  Losses  was
reversed  during the third  quarter.  Any remaining  excess  following the final
resolutions  referred to above is expected be reversed during the fourth quarter
of 1996.  Throughout this process,  the Company  continues to recognize the risk
characteristics  of the loan portfolio,  including specific reserves for problem
credits  and general  reserves  for the overall  loan  portfolio,  and deems the
allowance  for loan losses of  $1,279,000  at September 30, 1996 to be adequate.
The allowance for loan losses as a percentage of outstanding  loans at September
30, 1996 was 2.02%,  up from the 2.00%  reported at December 31, 1995.  Both the
total dollar amount of the allowance for loan losses,  as well as the portion of
the allowance for loan losses which is not allocated to any particular component
of the loan portfolio at September 30, 1996 have increased from the December 31,
1995. The unallocated  portion of the allowance for loan losses has increased by
47% to  $373,000  from the  December  31,  1995 level of  $253,000,  despite the
reversal of $50,000 of loan loss provision,  referred to above, during the third
quarter of 1996.


                                       14

<PAGE>


<TABLE>
<CAPTION>
                     Allocation of Allowance for Loan Losses
                   At September 30, 1996 and December 31, 1995
                                 (In thousands)

                                    September 30,           December 31,
                                        1996                     1995
                                        ----                     ----
                                 Reserve    % of loans   Reserve     % of loans
                                 Amount  to total loans  Amount   to total loans
                                 ------  --------------   ------  --------------
<S>                               <C>         <C>         <C>        <C>
Commercial                        $  600       63.32%     $  658      68.08%
Real estate - mortgage               261       30.04         291      22.12
Real estate - construction             7        1.95          27       4.09
Installment                           38        4.69          45       5.71
Unallocated                          373          --         253        --
                                     ---         ---         ---        ---
         Total                    $1,279      100.00%     $1,274     100.00%
                                  ======      ======      ======     ======
</TABLE>

     Transactions  in the  allowance  for loan losses for the nine months  ended
September 30, 1996 and 1995 are summarized as follows:

<TABLE>
<CAPTION>

             Transactions in the Allowance for Loans Losses for the
                  Nine Months Ended September 30, 1996 and 1995
                                 (In thousands)
                                                          1996            1995
                                                          ----            ----
<S>                                                    <C>             <C>
Balance at January 1                                   $ 1,274         $ 1,290

  Provision for loan losses                                (50)           --

  Recoveries:
    Commercial                                             130              45
    Real estate - mortgage                                   1               9
    Installment                                             21              24
                                                            --              --
      Total recoveries                                     152              78

  Loans charged off:
    Commercial                                             (72)            (72)
    Installment                                            (25)            (24)
                                                           ---             ---
      Total charge-offs                                    (97)            (96)
                                                           ---             ---
    Net recoveries (charge-offs)                            55             (18)
                                                            --             ---
Balance at June 30                                     $ 1,279         $ 1,272
                                                        =======         =======

Ratio of net recoveries (charge-offs)
  to average loans (1)                                    0.12%          (0.04)%
                                                          ====           =====
- ----------
<FN>
(1)  Ratio of net  charge-offs  to average  loans is computed  on an  annualized
     basis for the nine months ended September 30, 1996 and 1995.
</FN>
</TABLE>

                                       15

<PAGE>




Nonperforming Assets
     Nonaccrual  loans at September 30, 1996 of $1,109,000  are down by $452,000
from the $1,561,000  reported at December 31, 1995. During the second quarter of
1996, the Company foreclosed on two properties which were previously reported as
nonaccrual  loans  resulting in an  investment in other real estate of $317,000.
One of these two  properties  was  subsequently  sold  during the third  quarter
leaving a  remaining  balance  in other  real  estate of  $105,000.  The  second
property  was sold in October  1996.  Nonaccrual  loans at  September  30,  1996
include $740,000 in loans  guaranteed by the U.S. Small Business  Administration
("SBA")  for a total of  $625,000.  Banking  regulations  require  that the full
balance of these loans be placed on nonaccrual status, despite the SBA guarantee
on approximately 80% of the total.  Restructured  loans at September 30, 1996 of
$1,231,000 remain virtually  unchanged from the $1,245,000  reported at December
31, 1995.  Loans past due 90 days or more  increased to $42,000 at September 30,
1996 from $6,000 at December 31, 1995 due  principally  to one small  commercial
loan which was awaiting renewal.

<TABLE>
<CAPTION>
                        Analysis of Nonperforming Assets
                   At September 30, 1996 and December 31, 1995
                                 (In thousands)

                                                    September 30,   December 31,
                                                        1996           1995
                                                        ----           ----
<S>                                                     <C>           <C>
     Nonaccrual loans:
       Commercial                                       $1,004        $1,244
       Real estate - mortgage                              105           317
                                                           ---          ---
         Total nonaccrual loans (1)                      1,109         1,561
                                                         -----         -----

     Past due loans:
       Installment - individuals                            42             6
                                                            --             -
         Total past due loans                               42             6
                                                            --             -

     Restructured loans:
       Commercial                                        1,231         1,245
                                                         -----         -----
         Total restructured loans                        1,231         1,245
                                                         -----         -----

     Other real estate                                     105           --
                                                           ---          ---

         Total nonperforming assets                     $2,487        $2,812
                                                        ======        ======
         Total nonperforming assets exclusive of
           SBA guaranteed balances                      $1,862        $2,070
                                                        ======        ======
     Ratio of nonperforming assets
       to gross loans plus foreclosed properties (2)      3.92%         4.42%
     Ratio of nonperforming assets to total
       assets (2)                                         2.25%         3.04%
     Percentage of allowance for loan losses to
       nonperforming assets (2)                          51.42%        45.30%

- ----------
<FN>
(1)  Nonaccrual  loans include  $740,000 and $875,000 in loans guaranteed by the
     SBA at  September  30,  1996  and  December  31,  1995,  respectively.  The
     outstanding  balance of these loans are insured for 84.5,  or $625,000  and
     84.9%, or $743,000, respectively.

(2)  Ratios include SBA guaranteed loan balances.
</FN>
</TABLE>

                                       16

<PAGE>



Potential Problem Loans
     At September 30, 1996 and December 31, 1995,  respectively,  loans totaling
$784,000 and $618,000 were  classified as potential  problem loans which are not
reported in the table entitled "Analysis of Nonperforming Assets." The loans are
subject to  management  attention as a result of financial  difficulties  of the
borrowers  and their  classification  is reviewed on a quarterly  basis.  Of the
potential problem loans at September 30, 1996, 91% of the balance represents two
loans which are partially to fully  secured,  with the remaining 9%, or $73,000,
guaranteed  by the SBA for a total of  $66,000.  This  compares  with  potential
problem loans at December 31, 1995,  of $618,000,  98% of which are partially to
fully  secured,  with the remaining 2%, or $15,000,  guaranteed by the SBA for a
total of $13,000. The $166,000 increase in potential problem loans from December
31, 1995 to September 30, 1996 is primarily attributable the addition in 1996 of
two  potential  problem  loans  offset  by the  sale of one loan  reported  as a
potential problem at December 31, 1995.

Impaired Loans
     At September 30, 1996 and December 31, 1995,  respectively,  loans totaling
$2,759,000 and $2,790,000 were  classified as impaired  loans,  all of which are
reported above as nonaccrual, restructured or potential problem loans.

Interest Sensitivity
     Through the Bank's Asset/Liability Investment Committee, sensitivity of net
interest income to fluctuations in interest rates is considered through analysis
of the interest sensitivity  positions of major asset and liability  categories.
As a result of inherent  limitations in this type of analysis,  the Company does
not necessarily  attempt to maintain a matched  position for each time frame. To
augment this  analysis,  the Company also  prepares an analysis of the effect on
net  interest  income  of 1%,  2% and  3%  interest  rate  movements  in  either
direction. Based on the Company's interest sensitivity position and the analyses
performed on the effect of interest  rate  movements,  at  September  30, 1996 a
rising  interest rate  environment  will generally tend to increase net interest
income  while a declining  interest  rate  environment  will  generally  tend to
decrease net interest income.

Liquidity and Capital Resources

Liquidity
     Principal  sources of liquidity are cash and  unpledged  assets that can be
readily converted into cash, including investment securities maturing within one
year,  the available  for sale  security  portfolio  and  short-term  loans.  In
addition to  $32,847,000  in cash and  short-term  investments  at September 30,
1996,  the  Company  has a  securities  portfolio  which can be pledged to raise
additional  deposits and  borrowings,  if necessary.  At September 30, 1996, the
Company had $407,000 in unpledged  securities which were available for such use.
As a percentage of total assets,  the amount of these cash equivalent  assets at
September  30, 1996 and December 31, 1995 was 30% and 21%,  respectively.  Funds
received from the Company's  public  offering which have not yet been put to the
longer term use of  corporate  expansion as well as normal  fluctuations  in the
deposit levels of some of the Company's  large corporate  customers  resulted in
corresponding  fluctuations  in the  Company's  liquidity  position  (short-term
investments). The Bank's liquidity needs are mitigated by the sizeable

                                       17

<PAGE>



base of relatively  stable funds which includes demand  deposits,  NOW and money
market accounts,  savings deposits and nonbrokered certificates of deposit under
$100,000  (excluding  financial  institutions  and custodial  funds raised under
deposit acquisition programs) representing 80% of average total deposits for the
nine months ended  September 30, 1996 and 76% of average total  deposits for the
year ended  December 31,  1995.  In addition,  the Bank has  unsecured  lines of
credit  from  correspondent  financial  institutions  which can provide up to an
additional  $1,000,000  in liquidity  as well as access to other  collateralized
borrowing  programs.  Through its  membership  in the Federal  Home Loan Bank of
Atlanta  (the  "FHLB"),  which  serves as a reserve or  central  bank for member
institutions   within  its  region,  the  Bank  is  eligible  to  borrow  up  to
approximately  $1,857,000 in funds from the FHLB collateralized by loans secured
by first liens on one to four family,  multifamily  and commercial  mortgages as
well as  investment  securities.  The Bank is eligible  to increase  the maximum
amount to be borrowed by  $7,143,000  with the purchase of up to  $1,696,000  in
additional  stock in the FHLB.  The Company has  adequate  resources to meet its
liquidity needs.

     Net proceeds of  $6,019,000,  received  from the Company's  stock  offering
completed  during the third  quarter of 1996 coupled  with  increases in deposit
levels  comprise the majority of the Company's  net cash inflows from  financing
activities  for the  first  nine  months  of  1996.  Loan  originations,  net of
repayments, and increases in short-term investments during the first nine months
of 1996  constitute  the majority of the Company's  cash outflows from investing
activities.

Stockholders' Equity
     On July 8, 1996,  the Company  increased the number of shares of authorized
Common Stock from  800,000 to  5,000,000  and reduced the par value to $0.01 per
share.  On July 9, 1996, the Company issued a  three-for-one  stock split in the
form of a stock  dividend of two shares of Common Stock for each share of Common
Stock issued and  outstanding.  On July 12, 1996, the Company's Common Stock was
approved  for  listing on the Nasdaq  National  Market.  On July 17, the Company
completed a stock offering issuing 670,000 shares at a price of $8.75 per share,
resulting  in  proceeds  to  the  Company  of  $6,081,000,  before  underwriting
discounts,  commissions and expenses.  Of these  proceeds,  $219,000 was used to
fund a loan to The Adams National Bank Employee Stock Ownership Plan with 401(k)
Provisions  ("ESOP") to purchase  stock in that public  offering.  On August 13,
1996, the underwriters of the stock offering  exercised their option to purchase
an additional 100,500 shares resulting in additional  proceeds to the Company of
$879,000,   before   underwriting   discounts  and   commissions  and  expenses.
Underwriting  discounts  and  commissions  and  expenses  on the stock  offering
totaled  $942,000,  bringing the total net proceeds from the offering before the
ESOP  loan  to  $6,019,000.  Stockholders'  equity  at  September  30,  1996  of
$12,905,000  is nearly  double the  balance at December  31, 1995 of  $6,619,000
principally as a result of the  $6,019,000 net proceeds  raised in the Company's
public  offering.  The  Company's  $783,000 net income for the nine months ended
September 30, 1996 and an $11,000 decrease in unrealized loss on securities, net
of taxes,  partially  offset by  dividends  declared in the first nine months of
1996 of $307,000 also contributed to this increase. Average stockholders' equity
as a  percentage  of average  total assets for the first nine months of 1996 was
9.23% as compared to 7.36% for the comparable prior year period.

     Under the risk based capital guidelines issued by the Federal Reserve Board
and the  Comptroller  of the Currency,  total  capital  consists of core capital
(Tier 1) and supplementary  capital (Tier 2). For the Company and the Bank, Tier
1 capital consists of stockholders' equity, excluding

                                       18

<PAGE>


unrealized  gains and  losses on  securities,  and Tier 2  capital  consists  of
long-term  debt and a portion of the allowance for loan losses.  Assets  include
items  both on and off the  balance  sheet,  with each  item  being  assigned  a
"risk-weight"  for the  determination  of the ratio of capital to  risk-adjusted
assets.  These guidelines require a minimum of 8% total capital to risk-adjusted
assets,  with at least 4% being in Tier 1 capital.  At September  30, 1996,  the
Company's total risk-based  capital ratio and Tier 1 capital ratio of 18.43% and
17.18%,  respectively,  met the  regulatory  definition of "well-  capitalized."
Under   regulatory   guidelines,   an   institution   is  generally   considered
"well-capitalized" if it has a total risk-based capital ratio of 10% or greater,
a Tier 1 capital  ratio of 6% or greater  and a leverage  ratio of 5% or greater
(discussed  below).  The September 30, 1996 ratios are based on total capital of
$13,876,000,  Tier  1  capital  of  $12,935,000  and  risk  adjusted  assets  of
$75,295,000.  At September 30, 1996, the Bank's total  risk-based  capital ratio
and Tier 1  capital  ratio  of  10.55%  and  9.30%,  respectively,  also met the
definition of "well-capitalized." The September 30, 1996 ratios for the Bank are
based  on  total  capital  of  $7,833,000,  Tier 1  capital  of  $6,905,000  and
risk-adjusted assets of $74,222,000.

     The Federal  Reserve  Board and the  Comptroller  of the Currency have also
adopted a minimum  leverage  ratio of Tier 1 capital  to total  assets  which is
intended to supplement the  risk-based  capital  guidelines.  The minimum Tier 1
leverage ratio is 3% for the most highly rated  institutions  which meet certain
standards.  For other banks and bank holding  companies,  the guidelines provide
that the Tier 1 leverage ratio should be at least 1% to 2% higher.  At September
30, 1996,  the Company's  and the Bank's Tier 1 leverage  ratios based on annual
average  assets  of  $91,325,000   and   $91,180,000   were  14.16%  and  7.57%,
respectively, meeting the regulatory definition of "well- capitalized."


                                       19

<PAGE>



                                    PART II.
- --------------------------------------------------------------------------------
Item 6 - Exhibits and Reports on Form 8-K
- --------------------------------------------------------------------------------

(a)  Exhibits

Exhibit No.    Description of Exhibit
- -----------    ----------------------

13             Abigail  Adams  National  Bancorp,  Inc.  Financial  Summary  for
               September 30, 1996

27             Financial Data Schedule



(b)  On  September  4, 1996,  the Company  filed a report on Form 8-K  (earliest
     event  reported  August 27,  1996)  reporting a change in the  Company's in
     Certifying Accountants.





















                                       20

<PAGE>





                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.




                                    ABIGAIL ADAMS NATIONAL BANCORP, INC.
                                    ------------------------------------
                                                Registrant

Date: November 12, 1996                     /s/ Barbara Davis Blum
- -----------------------                     ----------------------
                                            Barbara Davis Blum
                                            Chairwoman of the Board,
                                             President and Director
                                             (Principal Executive Officer)



Date: November 12, 1996                     /s/ Kimberly J. Levine
- -----------------------                     ----------------------
                                            Kimberly J. Levine
                                            Senior Vice President & Treasurer
                                             (Principal Financial and
                                             Accounting Officer)







                                       21



[The following quarterly financial report was printed in a 11 x 8 1/2 landscrape
presentation.  While  five (5) pages  are  presented  here,  the  actual  report
produced was a one page 3-fold format.]


          TO OUR SHAREHOLDERS




October 28, 1996


Dear Shareholder:

We are  pleased  to inform  you that the
Board of Directors  has  increased  your
quarterly   dividend   for  the  quarter
ending  September  30, 1996 to $0.10 per
share.  Enclosed is your dividend  check
for the third quarter.

Abigail  Adams  National  Bancorp,  Inc.
reported  net  income  of  $783,000,  or
$0.73  per  share,  for the  first  nine
months of 1996, for an annualized return
on   average   assets  of  1.15%.   This
reflects  a 25%  increase  in net income
over the  same  period  of  1995.  Total
assets  have  also  increased  over  the
prior   year,   growing   over   40%  to
$111,000,000.  As always, we continue to
maintain  our  well-capitalized   status
(the top capital rating).

In addition to our internal  growth,  we
remain   committed  in  our  efforts  to
expand.  On October 21, 1996,  we opened
our new full service branch at 1604 17th
Street,   Dupont  Circle  East,  in  the
District  of   Columbia.   We  are  also
currently  negotiating locations for new
branches, and several stand-alone ATM's.

We  take  great  satisfaction  in  these
accomplishments   as   well  as  in  our
eighteen years of outstanding service to
our customers.  Over the years,  we have
faithfully   served  the  needs  of  our
non-profit,     small    business    and
commercial   real   estate    customers,
offering  a high  level of  personalized
service  without  the  bureaucracy  of a
large bank  environment.  We  appreciate
our  customers'  business and value each
as  important.  If you are  not  already
banking  at  the  Adams  National  Bank,
please  support the growth of your stock
by doing so. We believe you will find it
a rewarding experience.



Sincerely,

/s/ Barbara Davis Blum
- ----------------------
Barbara Davis Blum
Chairwoman, President & CEO


[Page:   Folded  inside  right  page  or
unfolded outside left page.]

<PAGE>




           BOARD OF DIRECTORS







- ---------------------------------------
Barbara Davis Blum
Chairwoman, President and
Chief Executive Officer
The Adams National Bank

Shireen L. Dodson
Assistant Director
Center for African American
Histroy and Culture
Smithsonian Institution

Susan Hager
Chairwoman and Chief Executive Officer
Hager Sharp, Inc.

Jeanne D. Hubbard
Executive Vice President
First Sentry Bank

Clarence L. James, Jr., Esquire
Executive Director
Executive Leadership Council

Steve Protulis
Executive Director
National Council of Senior Citizens

Marshall T. Reynolds
Chairman & President
Champion Industries, Inc.

Robert L. Shell, Jr.
Chief Executive Officer
Guyan International

Dana B. Stebbins, Esquire
Partner
Wilkes, Artis, Hedrick & Lane

Susan J. Williams
President
Bracy Williams & Company


FDIC  Equal Housing   [union logo here]
         Lender

[Page: Outside back middle page]
<PAGE>


             ABIGAIL ADAMS
         NATIONAL BANCORP, INC.







- -----------------------
     September 30, 1996





     [Mural Artwork appears here]































                                      3
                    Third Quarter Report

[Page: Left folded front cover.]


<PAGE>

<TABLE>
<CAPTION>


Balance Sheet         Abigail Adams National Bancorp, Inc.
- ----------------------------------------------------------
($ IN THOUSANDS)
(UNAUDITED)

                                        September 30,
                                       1996       1995
                                       ----       ----
<S>                                 <C>          <C>  
Assets:
Cash and due from banks             $   6,571    $   4,004
Short-term investments                 26,277          817
Securities (market value of
  $13,371 and $14,293 in 1996
  and 1995, respectively)              13,351       14,205
Loans                                  63,343       59,652
 Less:  Allowance for loan losses      (1,279)      (1,271)
                                       ------       ------ 
  Loans, net                           62,064       58,381
Other real estate                         105         --
Other assets                            2,216        1,479
                                        -----        -----
     Total assets                   $ 110,584    $  78,886
                                    =========    =========

Liabilities and
  Stockholders' Equity:
Deposits                            $  94,878    $  69,965
Short-term borrowings                   2,075        1,761
Long-term debt                           --            205
Other liabilities                         726          540
                                          ---          ---
  Total liabilities                    97,679       72,471
Stockholders' equity                   12,905        6,415
                                       ------        -----
  Total liabilities and
    stockholders' equity            $ 110,584    $  78,886
                                    =========    =========
</TABLE>


<TABLE>
<CAPTION>
Selected Data         Abigail Adams National Bancorp,Inc.
- ----------------------------------------------------------
September 30, 1996 and 1995
(UNAUDITED)

                                     1996      1995
                                     ----      ----
<S>                                   <C>     <C> 
Allowance for loan losses as a
  percentage of loans                 2.02%   2.13%
Average equity to average assets      9.23%   7.36%
Return on average assets              1.15%   1.01%
Net interest margin                   5.32%   5.37%

</TABLE>

[Page: Inside left page.]
<PAGE>


<TABLE>
<CAPTION>

Statement of Income                        Abigail Adams National Bancorp, Inc.
- --------------------------------------------------------------------------------
($ IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

                                     Three months ended:     Nine months ended:
                                       September 30,           September 30,
                                      1996       1995        1996       1995
                                      ----       ----        ----       ----
<S>                                   <C>       <C>       <C>        <C>   
Interest income:
  Interest and fees on loans           $ 1,514   $ 1,519   $  4,494   $  4,416
  Interest on securities                   180       215        532        658
  Interest on short-term investments       244        30        474        106
                                           ---        --        ---        ---
    Total interest income                1,938     1,764      5,500      5,180

Interest expense:
  Interest on deposits                     711       662      2,045      1,986
  Interest on short-term borrowings         28        22         80         71
  Interest on long-term debt               --          3          4         11
                                            --        --         --         --
    Total interest expense                 739       687      2,129      2,068
                                           ---       ---      -----      -----

    Net interest income                  1,199     1,077      3,371      3,112

Provision for loan losses                  (50)       --        (50)        --
                                           ---                  ---           
    Net interest income after
       provision for loan losses         1,249     1,077      3,421      3,112

Other income:
  Service charges on deposits              189       193        537        563
  Other income                              83        32        142         80
                                            --        --        ---         --
    Total other income                     272       225        679        643

Other expense:
  Salaries and employee benefits           461       410      1,346      1,239
  Net occupancy expense                    197       182        552        559
  Professional fees                         72       124         87        302
  Data processing expense                   85        71        258        205
  Other operating expense                  236       180        616        589
                                           ---       ---        ---        ---
    Total other expense                  1,051       967      2,859      2,894
                                         -----       ---      -----      -----

    Income before taxes                    470       335      1,241        861

Income tax expense                         172        93        458        237
                                           ---        --        ---        ---
    Net income                          $  298  $    242   $    783  $     624
                                        ======  ========   ========  =========
    Net income per share                $ 0.20  $   0.28   $   0.73  $    0.73
                                        ======  ========   ========  =========

    Weighted average number
       of shares used to compute EPS  1,502,192  854,532  1,077,659    854,532
</TABLE>

   [Page: Inside middle page]                        [Page: Inside right page]

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                                   0000356809                             
<NAME>                                  Abigail Adams National Bancorp, Inc.
<MULTIPLIER>                            1
<CURRENCY>                              US DOLLARS
       
<S>                            <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    SEP-30-1996         
<CASH>                           6,570,628
<INT-BEARING-DEPOSITS>           1,476,715
<FED-FUNDS-SOLD>                24,800,000
<TRADING-ASSETS>                         0   
<INVESTMENTS-HELD-FOR-SALE>      3,496,562
<INVESTMENTS-CARRYING>           9,854,361
<INVESTMENTS-MARKET>             9,874,241
<LOANS>                         63,342,910 
<ALLOWANCE>                     (1,278,531)
<TOTAL-ASSETS>                 110,583,706
<DEPOSITS>                      94,877,918
<SHORT-TERM>                     2,074,705
<LIABILITIES-OTHER>                725,711
<LONG-TERM>                              0   
                    0
                              0
<COMMON>                            16,547
<OTHER-SE>                      12,888,825
<TOTAL-LIABILITIES-AND-EQUITY> 110,583,706
<INTEREST-LOAN>                  4,493,833
<INTEREST-INVEST>                  532,314
<INTEREST-OTHER>                   473,420
<INTEREST-TOTAL>                 5,499,567
<INTEREST-DEPOSIT>               2,044,875
<INTEREST-EXPENSE>               2,128,677
<INTEREST-INCOME-NET>            3,370,890
<LOAN-LOSSES>                      (50,000)
<SECURITIES-GAINS>                       0
<EXPENSE-OTHER>                  2,859,278
<INCOME-PRETAX>                  1,241,339
<INCOME-PRE-EXTRAORDINARY>       1,241,339
<EXTRAORDINARY>                          0
<CHANGES>                                0
<NET-INCOME>                       782,879
<EPS-PRIMARY>                         0.73
<EPS-DILUTED>                            0
<YIELD-ACTUAL>                        5.32
<LOANS-NON>                      1,109,197
<LOANS-PAST>                        41,687
<LOANS-TROUBLED>                 1,230,976
<LOANS-PROBLEM>                    783,932
<ALLOWANCE-OPEN>                (1,273,965)
<CHARGE-OFFS>                       97,095
<RECOVERIES>                      (151,661)
<ALLOWANCE-CLOSE>               (1,278,531)
<ALLOWANCE-DOMESTIC>            (1,278,531)
<ALLOWANCE-FOREIGN>                      0
<ALLOWANCE-UNALLOCATED>            373,378
        


</TABLE>


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