FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Commission file number 03502.

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

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 _________.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ________

As of February 25, 2000, the aggregate market value of the voting shares held by nonaffiliates of the registrant was $237,094,550.

The number of outstanding shares of the registrant's common stock, as of March 8, 2000 was 334,500.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents have been incorporated by reference into this Form 10-K as indicated below:

This Annual Report on Form 10-K incorporates into a single document the requirements of the accounting profession and the Securities and Exchange Commission.

Proxy statement of the registrant for the Company's 2000 annual meeting of shareholders to be filed with the Securities and Exchange Commission (Part III).

TABLE OF CONTENTS

10-K Requirement		Description		Page
Part I
Item I		Business
		The Company		1-5
		The Company I		30
		Competition		30
		Banking Subsidiaries		43
		Regulation		22-24
		Regulation I		30
		Employees		30
		Consolidated Average Balance Sheets		44-45
		Interest Rates and Differential		44-45
		Interest Rate and Volume Changes		46
		Investment Portfolio
		Securities Portfolio		14-16
		Securities Maturities		14-16
		Loan Portfolio		16-17
		Loan Portfolio I		31-34
		Loan Portfolio II		47-49
		Maturities and Sensitivities of Loans to Changes in Interest Rates		47
		Summary of Loan Loss Experience		17
		Summary of Loan Loss Experience I		34
		Summary of Loan Loss Experience II		47
		Summary of Loan Loss Experience III		49
		Risk Elements
		Nonaccrual, Restructured and Past Due Loans		32-34
		Nonaccrual, Restructured and Past Due Loans I		48
		Potential Problem Loans		48
		Foreign Outstandings		none
		Loan Concentrations		none
		Other Interest-Bearing Assets		none
		Deposits		50
		Return on Equity and Assets		7
		Return on Equity and Assets I		37
		Short-term Borrowings		50
Item 2		Properties		43
Item 3		Legal Proceedings		none
Item 4		Submission of Matters to a Vote of Security Holders		none
Part II
Item 5		Market for the Registrant's Common Equity and Related Stockholder Matters		37
Item 6		Selected Financial Data		37
Item 7		Management's Discussion and Analysis of Financial Condition and Results of Operation		1-5
		Management's Discussion and Analysis of Financial Condition and Results of Operation I		30-36
Item 7A		Quantitative and Qualitative Disclosures About Market Risk		35-36
Item 8		Financial Statements and Supplementary Data		8-29
Item 9		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		none
Part III
Item 10		Directors and Executive Officers of the Registrant		*
Item 11		Executive Compensation		*
Item 12		Security Ownership of Certain Beneficial Owners and Management		51*
Item 13		Certain Relationships and Related Transactions		*
Part IV
Item 14		Exhibits, Financial Statement Schedules and Reports on Form 8-K		52-53**