FWB BANCORPORATION
10QSB, 1995-05-11
STATE COMMERCIAL BANKS
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<PAGE> 1


                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549

                               Form 10-QSB

            QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended                 Commission File Number 0-16187
        March 31, 1995                                                _______
        ______________


                            FWB BANCORPORATION     
                          ______________________
        (Exact name of small business issuer as specified in its charter)


        Maryland                                        52-1332050          
       __________                                     _____________
(State or other Jurisdiction of           (I.R.S. Employer Identification No.) 
 Incorporation or Organization)


               1800 Rockville Pike, Rockville, Maryland 20852
               ______________________________________________
                  (Address of principal executive offices)


                             (301) 770-1300
                            ________________
               (Issuer's telephone number, including area code)


     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.

     YES    X            NO     
           ___               ___

     At April 30, 1995, there were 3,241,783 shares of Common Stock, Par
Value $.10 per share outstanding.


     Transitional Small Business Disclosure Format

     YES                 NO   X     
          ___                ___

<PAGE> 2

                           TABLE OF CONTENTS
                           _________________


PART I - FINANCIAL INFORMATION                                              PAGE
______________________________                                              ____


    Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheets. . . . . . . . . . . . . . . . .        1
         Consolidated Statements of Income (Loss) . . . . . . . . . .        2
         Consolidated Statements of Cash Flow . . . . . . . . . . . .        3
         Consolidated Statements of Changes in Stockholder's Equity .        4
         Notes to Consolidated Financial Statements . . . . . . . . .        5

    Item 2 - Management's Discussion and Analysis

         Financial Condition  . . . . . . . . . . . . . . . . . .       6 - 10
         Results of Operations  . . . . . . . . . . . . . . . . .      10 - 12

PART II - OTHER INFORMATION

    Item 1 - Legal Proceedings. . . . . . . . . . . . . . . . . . . .       13
     
    Item 2 - Changes in Securities. . . . . . . . . . . . . . . . . .       13

    Item 3 - Defaults Upon Senior Securities. . . . . . . . . . . . .       13

    Item 4 - Submission of Matters to a Vote of Security Holders. . .       13

    Item 5 - Other Information. . . . . . . . . . . . . . . . . . . .       13

    Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . .  13 - 14

    SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . .       15


<PAGE> 3

                             FWB BANCORPORATION
                         CONSOLIDATED BALANCE SHEET
                               (In thousands)
<TABLE>
<CAPTION>
                                              (unaudited)          (audited)
                                               March 31,          December 31,
                                           1995        1994           1994
                                         _______      _______        _______
<S>                                      <C>          <C>            <C>
ASSETS
Cash and due from banks                  $ 1,630      $ 1,733        $ 1,567
Federal funds sold                         2,182        1,665             --

Investment securities:
  Available for sale - at fair value       2,495       10,005          2,244
  Held to maturity - at amortized cost     4,889           --          4,866
                                          ------       ------         ------
Total Investment Securities                7,384       10,017          7,110
                                          ______       ______         ______

Loans                                     29,354       23,026         27,002
  Less allowance for loan losses            (671)        (747)          (704)
                                          ______       ______         ______
Loans - net                               28,683       22,279         26,298
                                          ______       ______         ______

Property and equipment                       279          353            289
Other real estate owned, net               1,052        2,791          1,633
Accrued interest receivable                  290          225            429
Other assets                                 646          147          4,087
                                          ______       ______         ______

     TOTAL ASSETS                        $42,146      $39,210        $41,413
                                         =======      =======        =======

LIABILITIES
Non-interest bearing deposits            $ 9,229      $ 8,016        $ 8,850
Interest bearing deposits                 29,398       29,254         27,992
                                          ______       ______         ______

     Total deposits                       38,627       37,270         36,842
                                          ______       ______         ______

Accrued expenses and other liabilities       152          110            114
Federal funds purchased and securities
  sold under agreements to repurchase         --           --          1,352
                                          ______       ______         ______

     TOTAL LIABILITIES                    38,779       37,380         38,308
                                          ______       ______         ______

STOCKHOLDERS' EQUITY  
Common stock - $.10 par value, shares  
  authorized 7,500,000; shares
  outstanding 3,241,783; 2,758,833
  and 3,178,833 respectively                 324          276            318
Additional paid-in capital                 8,443        7,541          8,331
Accumulated deficit                       (5,010)      (5,153)        (5,081)
Net unrealized holding loss on 
  investment securities                     (390)        (834)          (463)
                                          _______     _______        _______

      Total stockholders' equity           3,367        1,830          3,105
                                          _______     _______        _______

      TOTAL LIABILITIES AND STOCKHOLDERS'
        EQUITY                            $42,146     $39,210        $41,413
                                          =======     =======        =======

</TABLE>

<PAGE> 4  

                              FWB BANCORPORATION
                      CONSOLIDATED STATEMENTS OF INCOME
                                (in thousands)
                                 (unaudited)
<TABLE>
<CAPTION>
                                                              For the Three
                                                               Months Ended
                                                                 March 31,
                                                            1995         1994
                                                           _____        _____
<S>                                                        <C>          <C>
INTEREST INCOME:
  Interest and fees on loans                               $705         $517 
  Interest on investment securities:
   U. S. Government, its agencies,and sponsored entities    113          174 
  Interest on federal funds sold                             20            7 
                                                           ____         ____
      Total interest income                                 838          698 

INTEREST EXPENSE:
  Interest on certificates of deposit of $100,000 or more    15            8 
  Interest on other deposits                                228          221 
                                                           ____         ____
                                                            243          229 
  Interest on federal funds purchased and securities
   sold under agreements to repurchase                        2            2 
                                                           ____         ____
      Total interest expense                                245          231 

NET INTEREST INCOME                                         593          467 
PROVISION (RECOVERY) FOR LOAN LOSSES                        (30)         (50)
                                                           ____         ____
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                                           623          517 
                                                           ____         ____

NON-INTEREST INCOME:
  Service charges on deposit accounts                        59           44 
  Other income                                               47           29 
                                                           ____         ____
      Total non-interest income                             106           73 
                                                           ____         ____

NON-INTEREST EXPENSE:
  Salaries and employee benefits                            321          267 
  Occupancy and equipment expense                           118          115 
  Data processing services                                   47           44 
  FDIC insurance                                             23           26 
  Insurance                                                  10           32 
  Legal fees                                                 37            6 
  Other real estate owned expense                            34           44 
  Other expenses                                             68           56 
                                                           ____         ____
      Total non-interest expense                            658          590 
                                                           ____         ____

INCOME (LOSS) BEFORE INCOME TAXES                            71            0 
APPLICABLE INCOME TAX (BENEFIT)                              --           --   
                                                           ____         ____
NET INCOME (LOSS)                                         $  71        $   0
                                                          =====        =====
EARNINGS PER COMMON SHARE:                                $0.09        $0.00 

</TABLE>

<PAGE> 5

                             FWB BANCORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                               (in thousands)
                                 (unaudited)
<TABLE>
<CAPTION>

                                                  Additional                 Unrealized          Total
                                         Common     Paid-In    Accumulated  Holding (Loss)   Stockholders'
                                          Stock     Capital     (Deficit)    on Securities      Equity
                                        _______   __________   ___________  ______________   _____________
<S>                                     <C>       <C>          <C>            <C>            <C>
BALANCE AT DECEMBER 31, 1993            $   276   $   7,541    $(5,153)       $(192)         $ 2,472

 Net income for the three months
   ended March 31, 1994                      --          --         --           --               --

 Net change in unrealized depreciation
   on investment securities                  --          --         --         (642)            (642)
                                        _______   _________    _______        _____          _______
BALANCE AT MARCH 31, 1994               $   276   $   7,541    $(5,153)       $(834)         $ 1,830
                                        _______   _________    _______        _____          _______


BALANCE AT DECEMBER 31, 1994            $   318   $   8,331    $(5,081)       $(463)         $ 3,105

  Net income for the three 
    months ended March 31, 1995              --          --         71           --               71


Issuance of common stock 
  at $2.00 per share                          6         112         --           --              118

  Net change in unrealized appreci-
    ation on investment securities           --          --         --           73               73
                                        _______   _________    _______        _____          _______

BALANCE AT MARCH 31, 1995               $   324   $   8,443    $(5,010)       $(390)         $ 3,367
                                        =======   =========    ========       ======         =======
</TABLE>

<PAGE> 6

                            FWB BANCORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in thousands)
                                (unaudited)
<TABLE>
<CAPTION>
                                                      For Three Months Ended
                                                             March 31, 
                                                      1995              1994
                                                     _____             _____
<S>                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:   
  Net income                                         $   71            $  --
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation                                         25               27
    Accretion and amortization of securities             (3)              (1)
    Provision for loan losses                           (30)             (50)
    Net realized (gain) loss from sales of assets        --               (1)
    Other real estate owned - write downs                30               50
    Net changes in:
      Accrued interest receivable                       139              112
      Prepaid expenses and other assets                  (9)             (15)
      Accrued expenses and other liabilities             38               40
      Other - net                                        25               40
                                                     ______            _____
        Net cash provided by operating activities       286              202

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net (increase) decrease in federal funds sold      (2,182)          (1,665)
  Purchases of available for sale securities           (248)              --
  Proceeds from maturities/principal payments
    on available for sale securities                     50              250
  Proceeds from sale of available
    for sale securities                               4,000               --
  Net (increase) decrease in loans originated        (2,574)             341
  Proceeds from sale of participation loans             301            1,102
  Purchases of loans                                   (107)          (1,124)
  Purchase of property and equipment                    (14)             (22)
  Proceeds from disposition of other
    real estate owned                                    --               72
                                                     ______           ______
       Net cash used by investing activities           (774)          (1,046)
                                                     ______           ______

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                            1,785              407
  Net decrease in federal funds purchased and 
    securities sold under agreements to repurchase   (1,352)              --
  Proceeds from issuance of common stock                118               --
                                                     ______           ______
       Net cash provided by financing activities        551              407
                                                     ______           ______

NET (DECREASE) IN CASH AND CASH EQUIVALENTS              63             (437)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD      1,567            2,170
                                                     ______           ______
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $1,630           $1,733
                                                     ======           ======
Supplemental disclosures:
  Interest payments                                  $  228           $  233
  Income tax payments                                    --               --

Noncash investing and financing activities:
  Transfers from loans to other real estate owned        --               --
  Unrealized loss on investment securities            
    available for sale                                 (390)            (834)

</TABLE>

<PAGE> 7

NOTE TO FINANCIAL STATEMENTS
     Management  is  responsible  for the financial  statements  which have been
     prepared in accordance with generally accepted accounting  principles.  The
     financial statements contained herein,  except for the financial statements
     as of December  31, 1994,  are  unaudited.  In  management's  opinion,  the
     financial   statements  present  fairly  the  financial  condition  of  the
     Corporation  and its  subsidiary at March 31, 1994 and March 31, 1995,  and
     all  adjustments  necessary to fairly state the results of  operations  and
     financial condition are reflected and that such adjustments are of a normal
     recurring nature. The results of operations  presented for the three months
     ended  March 31,  1995 are not  necessarily  indicative  of the  results of
     operations to be expected for the remainder of the year.

<PAGE> 8
                       MANAGEMENT'S DISCUSSION AND ANALYSIS

FINANCIAL CONDITION
     FWB Bancorporation's  (the "Corporation") total assets at March 31, 1995 of
     $42,146,000  reflected  an increase of $733,000 or 1.77% from  December 31,
     1994 and an  increase  of  $2,936,000  or 7.49%  from March 31,  1994.  The
     Corporation's   Stockholders'  Equity  of  $3,367,000  at  March  31,  1995
     reflected  an increase of $262,000 or 8.44% from  December  31,  1994.  The
     increase is  attributable  to  additional  capital  raised  under a private
     placement  memorandum,  earnings  from  operations,  and a reduction in net
     unrealized  holding loss on investment  securities  available for sale. See
     "Stockholders' Equity of the Corporation" below.

     Deposits  of  the   Corporation's   wholly  owned   financial   institution
     subsidiary,  FWB  Bank,  (the  "Bank")  at March  31,  1995 of  $38,627,000
     reflected  an increase of  $1,785,000  or 4.85% from  December  1994.  This
     increase  consists  of an  increase  in  non-interest  bearing  deposits of
     $379,000 and an increase in interest  bearing  deposits of $1,406,000.  The
     increase in interest  bearing  deposits  reflects  the current  rising rate
     environment.  The  mix  of  deposits  continues  to  show  an  increase  in
     non-interest bearing deposits compared to the mix at March 31, 1994.

     The Bank's net loans at March 31, 1995 of $28,683,000 reflected an increase
     of  $2,385,000  or  9.07%  from  December  31,  1994,  and an  increase  of
     $6,404,000 or 28.76%  compared to net loans at March 31, 1995. The increase
     in net loans in both  periods  reflect  continued  positive  results of the
     Bank's marketing efforts and overall increased demand for credit.

     The Bank's  liquidity  position,  those  assets  invested in cash,  federal
     funds, and obligations of the U.S. Government,  its agencies, and sponsored
     entities  available  for sale,  of  $2,495,000  reflected  an  increase  of
     $2,496,000  from  December 31, 1994.  This  increase is due primarily to an
     increase in federal funds.  The Corporation  received payment in the amount
     of  $4,000,000  for a sale  of  securities  from  its  available  for  sale
     portfolio for their par amount in January.  The proceeds from the sale were
     used to  eliminate  short term  borrowings  and fund loans during the first
     quarter  of 1995.  In  addition,  the  growth in  certificates  of  deposit
     resulted in additional funds available for federal funds investment.  Funds
     available  through short term borrowing and asset maturities are considered
     adequate to meet current needs.  Although this liquidity  position  remains
     adequate,  loan  demand  continues  which  could have a negative  impact on
     liquidity.  The Bank  continues to evaluate the asset and  liability mix to
     ensure that liquidity needs are met.

     The Bank's loan to deposit ratio at March 31, 1995 was 75.65%,  which is up
     from 73.29% at December 31, 1994.


<PAGE> 9
 
INVESTMENT ACTIVITY  
     The  Corporation's  investment  policy  is  implemented  by the  Investment
     Committee,  which is comprised of selected  Board  members and  management.
     Investments are chosen primarily to provide and maintain adequate liquidity
     and to generate a positive return on investments  without undue interest or
     credit risk.  The  Corporation  invests in various types of liquid  assets,
     including  United  States  Treasury  obligations,   securities  of  federal
     government agencies and government sponsored entities, certain certificates
     of deposit,  federal funds, and other  qualifying  liquid  investments.  In
     March 1995, the Bank  purchased  $250,000 in Treasury Notes which mature in
     one year as a result of its  evaluation of its short term  liquidity  needs
     and current  yields.  At March 31, 1995, the  Corporation had $2,495,000 in
     investments  available  for  sale and  $4,889,000  in  investments  held to
     maturity.

ALLOWANCE FOR LOAN LOSSES
     The allowance  for loan losses is analyzed and reviewed by  management  and
     the Executive  Committee of the Board of Directors to determine if adequate
     reserves  are  maintained  based on the risk  ratings  and  classifications
     related to the loan portfolio,  prior credit loss experience, and projected
     future losses.

     At March 31, 1995,  the  allowance for loan losses was $671,000 or 2.29% of
     total  loans  outstanding  compared  to  $704,000  or 2.61% of total  loans
     outstanding  as of December 31,  1994,  a decrease of $33,000 or 4.69%.  In
     addition,  charge-offs of $28,000 as of March 31, 1995 decreased by $24,000
     compared  to the  period  ended  March 31,  1994.  At March 31,  1995,  the
     allowance  for loan loss is 170.30% of  non-performing  loans  compared  to
     185.36% of  non-performing  loans at March 31,  1994.  A  reduction  of the
     allowance  in the amount of $30,000 in the period  ended March 31, 1995 was
     due to management's determination that the allowance was more than adequate
     as asset  quality has  continued to improve and  recoveries  continue to be
     realized.  In the period  ending  March 31,  1995,  total  recoveries  were
     $25,000. In management's opinion, the allowance for loan losses as of March
     31, 1995 is adequate to cover  potential  losses that can be anticipated at
     this time based on current risks and knowledge of the portfolio.

NON-PERFORMING LOANS AND ASSETS
     The Bank's  non-performing  assets consist of non-performing  loans,  other
     real  estate  owned   ("OREO"),   and  other  assets.   The  percentage  of
     non-performing  assets to total  assets  continues  to decrease to 4.74% at
     March 31, 1995 from 4.90% at December 31, 1994 and 8.15% at March 31, 1994.
     Nevertheless,  the non-  performing  assets  of the Bank  remain at a level
     considered  high by  management  and  management  intends to  continue  its
     efforts to reduce  non-performing assets including future sales of OREO and
     upgrading of non-performing loans.

     Non-performing loans, consisting of loans delinquent 90 days or more and in
     non-accrual  status,  and  restructured  loans are $394,000 as of March 31,
     1995,  compared to $397,000 as of December  31, 1994 and  $403,000 at March
     31, 1994.

<PAGE> 10
  
     This amount consists  primarily of one loan in the amount of $376,000 which
     has been  renegotiated  and is currently  performing  within its terms. The
     percentage of non-performing  loans to total loans continues to decrease to
     1.34% at March 31, 1995 compared to 1.47% as of December 31, 1994 and 1.75%
     at March 31, 1994. 

     At March 31, 1995, OREO, net of valuation  reserve,  totaled  $1,633,000 at
     December 31,  1994,  a decrease of $581,000 or 35.58%.  This is primarily a
     result of the  reclassification  of a property  in the amount  $550,000  to
     Other Assets.  As a result of an evaluation  done in  conjunction  with the
     Bank's  recent  examination  as of January 31, 1995,  it was  determined to
     reclassify  this  property.  The Bank  has a  contractual  interest  in the
     property owned by an affiliate of the Bank as a result of  foreclosure.  In
     addition,  a valuation reserve in the amount of $30,000 was established for
     another property as a result of an  updated  appraisal.  This  property  is
     currently  generating  rental income on a monthly basis (see  "Non-Interest
     Income and Expense") and the lease agreement  contains a purchase option at
     a price  significantly  above the Bank's carrying value. It is management's
     belief that the  property  will be sold for the option  price at the end of
     the lease.  It is the Bank's  policy to write  down OREO  property  to fair
     value at the date of  foreclosure  and to  obtain  appraisals  on an annual
     basis.  At March 31, 1995, management  believes OREO properties are carried
     at fair  value.  There  were no  additions  to OREO in the  current period.

STOCKHOLDERS' EQUITY OF THE CORPORATION
     Stockholders'  equity of $3,367,000 at March 31, 1995 reflected an increase
     of $262,000 or 83.99% from  December 31, 1994 and an increase of $1,537,000
     or 83.99%  from March 31,  1994.  The  increase  at March 31,  1995 was due
     primarily  to  the  raising  of an  additional  $118,000  under  a  private
     placement offering initiated in December 1994. In addition, the Corporation
     posted  earnings  from  operations  in the  amount of $71,000 in the period
     ended March 31, 1995.  Also included in  stockholders'  equity at March 31,
     1995 is an unrealized holding loss of $36,000 for securities  available for
     sale  compared to $86,000 at December 31, 1994 and $354,000 of  unamortized
     loss on  securities  held to maturity  compared to $377,000 at December 31,
     1994. The unamortized  loss on securities  held to maturity  relates to the
     transfer of securities from the available for sale portfolio to the held to
     maturity  portfolio in 1994.  This  unrealized loss is being amortized over
     the remaining life of the securities as an adjustment of yield.

CAPITAL ADEQUACY AND REGULATORY REQUIREMENTS
     Since May 1994, the Bank has been subject to a Memorandum of  Understanding
     ("MOU") which it has entered into with the Maryland  State Bank  Commission
     (the  "Commissioner")  and  the  FDIC.  The  terms  of  the  Memorandum  of
     Understanding  were described in From 10-KSB for the period ending December
     31, 1994.  The MOU requires the Bank to, among other  things,  increase and
     maintain its ratio of Tier 1 capital to average assets at not less than  7%

<PAGE> 11

     by December  31,  1994.  As of December  31, 1994 and March 31,  1995,  the
     Bank's  Tier 1 capital  to  average  assets  ratio  was  8.55%  and  8.68%,
     respectively.  Further,  the MOU  requires  the Bank to reduce the ratio of
     adversely  classified  assets  to Tier 1  capital  to no more  than  50% by
     December  31,  1994.  Management  continues  to  reduce  the ratio of total
     adversely  classified  assets which are currently  $2,049,000  while Tier I
     capital  at March  31,  1995 was  $3,577,000  to  57.29%,  Of this  amount,
     $1,052,000 is OREO and $550,000 is classified as Other Assets.

     The FDIC has issued  regulations  that require Bank Insurance Fund ("BIF")-
     insured banks, such as the Bank, to maintain minimum levels of capital. The
     regulations  establish a minimum leverage  capital  requirement of not less
     than 3% Tier 1 capital to total average assets  ("leverage  capital ratio")
     for banks in the financial and managerial condition, with a CAMEL Rating of
     1 (the  highest  rating of the FDIC for banks).  For all other  banks,  the
     minimum leverage  capital  requirements is 3% plus an additional 100 to 200
     basis   points.   Tier  1  capital  is  comprised  of  the  sum  of  common
     stockholders'  equity, non- cumulative perpetual preferred stock (including
     any related surplus) and minority  interests in consolidated  subsidiaries,
     minus all  intangible  assets  (other than  qualifying  mortgage  servicing
     rights and purchased  credit card  relationships).  At March 31, 1995,  the
     Bank's  ratio of Tier I capital to total  average  assets  equalled  8.68%,
     which exceeded the minimum leverage capital ratio standard.

     The FDIC also requires that banks meet risk-based  capital  standards.  The
     Tier I  risk-based  capital  standard  requires the  maintenance  of Tier I
     capital to  risk-weighted  assets of 4% and total capital (which is defined
     as Tier 1 capital and supplementary capital) to risk-weighted assets of 8%.
     The  components of Tier 1 capital are discussed  above.  The  components of
     supplementary  capital currently  include  cumulative  perpetual  preferred
     stock,   long-term   perpetual  preferred  stock,   mandatory   convertible
     securities,  subordinated debt and  intermediate-term  preferred stock, and
     allowance  for loan and lease  losses.  Allowance for loan and lease losses
     included  in  supplementary  capital  is  limited  to a maximum of 1.25% of
     risk-weighted  assets.  Overall,  the  amount  of  capital  counted  toward
     supplementary  capital cannot exceed 100% of Tier 1 capital. In determining
     the amount of risk-  weighted  assets,  all assets,  including  certain off
     balance sheet assets,  are multiplied by a risk-weight of 0% to 100%, based
     on the risks the FDIC  believes are inherent in the type of asset.  Federal
     law  also  prohibits  a bank  from  paying a  dividend  if it will not meet
     applicable  capital  requirements  after the payment.  The Federal  Reserve
     Board ("FRB") also has adopted capital  adequacy  guidelines  applicable to
     the Corporation,  which are substantially  similar to those of the FDIC for
     the Bank.

     At March 31, 1995,  the Bank's Tier I capital to  risk-weighted  assets was
     12.16% and the Bank's total capital to risk-weighted assets was 13.41%.

     The Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991 (the
     "FDICIA")  established a system of prompt  corrective action to resolve the
     problems of undercapitalized institutions. The FDIC, FRB, Office of the

<PAGE> 12

     Comptroller  of the Currency  ("OCC"),  and OTS have  adopted  final rules,
     effective  December 19, 1992, which require such regulators to take certain
     supervisory actions against undercapitalized  institutions, the severity of
     which  depends  upon  the  categories  consisting  of  "well  capitalized",
     "adequately      capitalized",      "undercapitalized",      "significantly
     undercapitalized",  and "critically  undercapitalized".  Regulatory  action
     taken will depend on the level of capitalization of the institution and may
     range from  restrictions on capital  distributions and dividends to seizure
     of  the  institution.  Generally,  subject  to  narrow  exceptions,  FDICIA
     authorizes the banking  regulators to specify the ratio of tangible capital
     to assets at which an institution becomes critically  undercapitalized  and
     requires that ratio to be no less than 2% of assets. The FDICIA also allows
     the regulator to downgrade an institution if the  institution is determined
     to be in an unsafe or  unsound  condition  or to be  engaging  in unsafe or
     unsound   practices.   Such  a  downgrading  may  result  in  an  otherwise
     "adequately  capitalized"  institution with other problems being subject to
     supervisory actions as if it were classified as "undercapitalized".

     The final rule adopted by the FDIC, on September 15, 1992, to implement the
     prompt corrective  action section of the FDICIA generally  provides that an
     insured institution that has total risk-based capital of less than 8%, Tier
     I capital of less than 4%, or a  leverage  ratio that is less than 4% would
     be considered to be  "undercapitalized",  an insured  institution  that has
     total  risk-based  capital less than 6%, Tier I capital of less than 3%, or
     leverage   ratio  that  is  less  than  3%  would  be   considered   to  be
     "significantly  undercapitalized",  and  an  insured  institution  that  is
     "undercapitalized",   "significantly   undercapitalized",   or  "critically
     undercapitalized"   becomes   immediately  subject  to  certain  regulatory
     restrictions,  including,  but not  limited  to,  restrictions  on  growth,
     investment activities,  capital distributions,  and affiliate transactions.
     The filing of a capital  restoration  plan, which must be guaranteed by any
     parent  holding  company  is  also  required.   In  addition,   "critically
     undercapitalized' institutions must receive prior written approval from the
     FDIC  to  engage  in any material  transaction other than the normal course
     of business.  Subject to a narrow exception, a receiver or conservator must
     be appointed for any critically undercapitalized institution within 90 days
     after it becomes critically undercapitalized.

RESULTS OF OPERATIONS
     The  Corporation had net income of $71,000 for the three months ended March
     31,  1995  compared  to net income of $80 for the  corresponding  period in
     1994, an increase of $71,000. The increase in net income resulted primarily
     from an increase in net interest  income of $126,000 and a reduction in the
     allowance for loan losses  through the provision for loan losses of $30,000
     offset by an  increase  in total  non-interest  expense of $68,000  for the
     three months ended March 31, 1995 compared to the  corresponding  period in
     1994.

     The  earnings  per share were $0.09 for the three  months  ended  March 31,
     1995, compared to earnings per share of $0.00 for the corresponding  period
     in 1994.

<PAGE> 13

NET INTEREST INCOME
     Net interest  income is the difference  between  interest income on earning
     assets  and  interest  expense  on  interest  bearing  deposits  and  funds
     purchased.  Net  interest  income for the period  ending  March 31, 1995 of
     $593,000  reflected  an  increase  of  $126,000  or 26.98%  compared to the
     corresponding  period in 1994.  Interest income for the period ending March
     31, 1995 of $838,000  reflected an increase of $140,000 or 20.06%  compared
     to the corresponding  period in 1994. This increase was primarily due to an
     increase  in  interest  and fees on loans of  $188,000  at March  31,  1995
     compared to March 31, 1994 which resulted from an increase in average loans
     outstanding  of $5,242,000 at March 31, 1995 compared to March 31, 1994 and
     an overall rate  increase.  Interest  income on investment  securities  and
     federal  funds  sold for the  period  ending  March  31,  1995 of  $133,000
     reflected  a decrease of $48,000 or 26.52%  compared  to the  corresponding
     period  of 1994.  This  decrease  is  primarily  the  result of the sale of
     investment  securities  in  December  1994  and,  to a lesser  extent,  the
     repricing of floating rate  securities in the  investments  portfolio.  The
     earnings on these securities will continue to be affected by changes in the
     relationship  of yields for assets at various  maturities  as they reprice.
     Interest  expense on  deposits  for the  period  ending  March 31,  1995 of
     $243,000  increased $14,000 or 6.11%. This increase is the result of growth
     in interest bearing deposits and to an overall rate increase.

     The average  yield on earning  assets for the period  ended March 31, 1995,
     was 9.21%  compared to 8.15% for the three months ended March 31, 1994. The
     average  interest  rate paid on  interest  bearing  deposits  for the three
     months  ended  March 31,  1995,  was 3.48%  compared  to 3.19% for the same
     period in 1994.  Additionally,  the net  interest  margin  (annualized  net
     interest income divided by average earning assets) was 6.52% for the period
     ended March 31,  1995  compared  to 5.45% for the  corresponding  period in
     1994. In the current rising interest rate environment,  interest margin may
     narrow which could in turn adversely affect income.

PROVISION FOR LOAN LOSS
     A reduction of $30,000 in the allowance for loan losses through a provision
     for  loan  loss in the  period  ended  March  31,  1995 was the  result  of
     management's evaluation that the allowance was more than adequate as credit
     quality improved and recoveries were realized.

NON-INTEREST INCOME AND EXPENSE
     Non-interest income for the three months ended March 31, 1995, was $106,000
     compared to $73,000 for the three months ended March 31, 1994,  an increase
     of $33,000 or 45.21%.  The  increase  for the three  months ended March 31,
     1995 compared to the  corresponding  period in 1994 was due primarily to an
     increase in loan  documentation  fees, service charges on deposit accounts,
     and gross  brokers' fees received on loans  originated by the mortgage loan
     origination  department.  Also included in non-interest income is $4,500 in
     rental income from a property carried as OREO.

<PAGE> 14

     Non-interest  expense for the three months ended March 31, 1995 of $658,000
     reflects  an increase  of $68,000 or 11.53%  compared to the  corresponding
     period of 1994.  The  decrease  resulted  from an increase in salaries  and
     benefits  expense  primarily due to the addition of an internal auditor and
     commissions paid to mortgage loan origination  staff. In addition,  expense
     has been  accrued  for  benefits in 1995.  Legal  expense of $37,000 in the
     period ended March 31, 1995 increased $31,000 compared to the corresponding
     period of 1994 due to litigation  arising from normal  banking  activities.
     Expenses  associated  with  OREO at March  31,  1995 of  $34,000  decreased
     $10,000 or 22.73% from the corresponding  period in 1994 due to a reduction
     in the amount of OREO  carried.  In addition,  the Bank's  expense for FDIC
     insurance  for the period  ending  March 31, 1995 of $23,000  decreased  by
     $3,000 or to its improved supervisory rating and well capitalized position.

<PAGE> 15

PART II - OTHER INFORMATION

    Item 1 - Legal Proceedings          N/A
     
    Item 2 - Changes in Securities      N/A

    Item 3 - Defaults Upon Senior Securities      N/A

    Item 4 - Submission of Matters to a Vote of Security Holders      N/A

    Item 5 - Other Information     N/A

    Item 6 - Exhibits and Reports on Form 8-K 

    A.    Exhibits

          (2)  Plan of purchase, sale, reorganization, arrangement, liquidation
               or succession:  N/A

          (3)  (i)  Articles of Incorporation:   Incorporated  by  reference  to
               Exhibit 3.1(a) of the issuer's Form  10-KSB for the period ending
               December 31, 1994 filed with the Commission.

               (ii)  By-Laws:  Incorporated by reference to Exhibit 3.2  of  the
               issuer's  Form  10-KSB  for  the  period ending December 31, 1994
               filed with the Commission. 

          (4)  Instruments  defining  the  rights of security holders, including
               indentures:  N/A

          (10) Material contracts:  N/A

          (11) Statement regarding computation of per share earnings:   Earnings
               per share have been computed based  upon  3,212,967  shares, the
               weighted  average  number of shares outstanding  during the first
               quarter of 1995.

          (15) Letter regarding unaudited interim financial information:  N/A

          (18) Letter regarding change in accounting principles:  N/A

          (19) Report furnished to security holders:  N/A

          (22) Published report regarding matters submitted to vote of security 
               holders:  N/A

          (23) Consents of experts and counsel:  N/A

          (24) Power of attorney:  N/A

          (27) Financial Data Schedule:  Filed herewith.

    B.    Reports on Form 8-K

          No reports on Form 8-K were filed during the first quarter of 1995.

<PAGE> 16

                               SIGNATURES
                               __________

In accordance with the requirements of the Securities Exchange Act of 1934,  the
registrant caused this report to  be  signed  on  its  behalf by the undersigned
thereunto duly authorized.

                                                     FWB BANCORPORATION
                                                     (Registrant)


Date:     May 8, 1995                                                        
       _________________                        ____________________________
                                                     Steven K. Colliatie
                                                     President




Date:     May 8, 1995                                                        
       _________________                        ____________________________
                                                     Barbara L. Martinez
                                                     Chief Financial Officer
























<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary information extracted from the Form 10-Q and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000719488
<NAME> FWB BANCORPORATION
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               MAR-31-1995
<CASH>                                           1,630
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 2,182
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      2,495
<INVESTMENTS-CARRYING>                           4,889
<INVESTMENTS-MARKET>                                 0<F1>
<LOANS>                                         29,354
<ALLOWANCE>                                        671
<TOTAL-ASSETS>                                  42,146
<DEPOSITS>                                      38,627
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                152
<LONG-TERM>                                          0
<COMMON>                                           324
                                0
                                          0
<OTHER-SE>                                       3,043
<TOTAL-LIABILITIES-AND-EQUITY>                  42,146
<INTEREST-LOAN>                                    705
<INTEREST-INVEST>                                  113
<INTEREST-OTHER>                                    20
<INTEREST-TOTAL>                                   838
<INTEREST-DEPOSIT>                                 243
<INTEREST-EXPENSE>                                 245
<INTEREST-INCOME-NET>                              593
<LOAN-LOSSES>                                     (30)
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                    658
<INCOME-PRETAX>                                     71
<INCOME-PRE-EXTRAORDINARY>                          71
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        71
<EPS-PRIMARY>                                      .09
<EPS-DILUTED>                                      .09
<YIELD-ACTUAL>                                    9.21
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                   394
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   704
<CHARGE-OFFS>                                       28
<RECOVERIES>                                        25
<ALLOWANCE-CLOSE>                                  671<F2>
<ALLOWANCE-DOMESTIC>                               114
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            557<F3>
<FN>
<F1>Not broken out in QSB
<F2>Allowance for loan loss at end of period includes a reduction in the allowance
through the provision for loan losses.
<F3>All unallocated is for domestic loans.
</FN>
        


</TABLE>


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