LAKE ARIEL BANCORP INC
10-Q/A, 1999-08-10
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

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

         For the Quarterly Period Ended June 30, 1999

[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT

For the transition period from  ________ to __________

Commission file Number: 2-85306

                            Lake Ariel Bancorp, Inc.
        (Exact name of small business issuer as specified in its charter)

                                  Pennsylvania
         (State or other jurisdiction of incorporation or organization)

                                   23-2244948
                      (I.R.S. Employer Identification No.)

                               Post Office Box 67
                         Lake Ariel, Pennsylvania 18436
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (570) 698-5695
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)


         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 the latest practicable date:  4,850,753 shares of common
stock, par value $0.21 per share, as of June 30, 1999.


                                        1

<PAGE>



                            LAKE ARIEL BANCORP, INC.
                                    FORM 10-Q
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999

                                      INDEX

                                                                    Page Number
Part I - Financial Information

Item 1.           Financial Statements:
                  Consolidated Balance Sheets as of June 30, 1999
                      and December 31, 1998.............................     3

                  Consolidated Statement of Income for the six
                      months ended June 30, 1999 and 1998..............      4

                  Consolidated Statement of Cash Flows for the six
                      months ended June 30, 1999 and 1998..............      6

                  Notes to Consolidated Financial Statements...........      8

Item 2.           Management's Discussion and Analysis or
                      Plan of Operations.............................  11 - 34

Item 3.           Quantitative and Qualitative Disclosures About
                      Market Risk......................................     22

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.....................     34

                  Signatures............................................    35










                                        2

<PAGE>

                            LAKE ARIEL BANCORP, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                                       JUNE 30,   DECEMBER 31,
                                                         1999         1998
                                                  (in thousands) (in thousands)
ASSETS
Cash and cash equivalents ........................   $  13,507    $  19,004
Available-for-sale securities ....................     148,950       80,591
Held-to-maturity securities (fair value of $45,901
and $112,353, respectively) ......................      47,959      111,826

Loans and leases .................................     248,650      229,555
Mortgage loans held for resale ...................         272        2,710
   Less unearned income and loan fees ............      (3,563)      (5,151)
   Less allowance for possible credit losses .....      (2,350)      (2,360)
                                                      ---------    ---------

         Net loans and leases ....................     243,009      224,754
Premises and equipment, net ......................      18,098       17,364
Accrued interest receivable ......................       3,435        3,210
Foreclosed assets held for sale ..................         899          358
Life insurance cash surrender value ..............       9,176        8,788
Other assets .....................................       7,861        8,794
                                                     ---------    ---------
         TOTAL ASSETS ............................   $ 492,894    $ 474,689
                                                     =========    =========

LIABILITIES
Deposits:
   Noninterest-bearing ...........................   $  56,479    $  52,410
   Interest-bearing:
         Demand ..................................      54,400       41,811
         Savings .................................      41,389       38,525
         Time ....................................     141,192      137,053
         Time $100,000 and over ..................      37,150       42,943
                                                     ---------    ---------
         Total Deposits ..........................     330,610      312,742

Accrued interest payable .........................       2,908        3,260
Federal funds purchased ..........................       2,985         --
Securities sold under agreements to repurchase ...       5,739        3,283
Long-term debt ...................................     113,967      115,459
Other liabilities ................................       1,606        2,005
                                                     ---------    ---------
         Total Liabilities .......................     457,815      436,749
                                                     ---------    ---------

STOCKHOLDERS' EQUITY
Preferred stock: Authorized 1,000,000 shares of
  $1.25 par value each; no outstanding shares ....        --           --
Common stock: Authorized, 10,000,000 shares of
  $.21 par value each; issued and outstanding
  4,850,753 shares in 1999 and 4,820,192 in 1998 .       1,019        1,012
Capital surplus ..................................      29,880       29,563
Retained earnings ................................       8,607        7,620
Accumulated other comprehensive income ...........      (4,427)        (255)
                                                     ---------    ---------

         Total Stockholders' Equity ..............      35,079       37,940
                                                      ---------    ---------
         TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY ..................   $ 492,894    $ 474,689
                                                     =========    =========

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       3
<PAGE>

<TABLE>

                            LAKE ARIEL BANCORP, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)
<CAPTION>

                                                   SIX MONTHS ENDED THREE MONTHS ENDED
                                                        JUNE 30,          JUNE 30,
                                                   1999      1998      1999     1998
                                                 --------------------------------------
                                                  (in thousands except per share data)
<S>                                              <C>        <C>       <C>      <C>

INTEREST INCOME:
Loans and leases .............................   $ 9,467   $ 9,102   $ 4,794   $ 4,573
Investment Securities
    Taxable ..................................     4,658     4,211     2,344     2,179
    Exempt from federal income taxes .........       938       836       504       421
    Dividends ................................       226       120       107        67
                                                 -------   -------   -------   -------
       Total Investment Securities Income ....     5,822     5,167     2,955     2,667
                                                 -------   -------   -------   -------
Deposits in banks ............................         5         7         2         3
Federal funds sold ...........................       118        45        66        10
                                                 -------   -------   -------   -------
       TOTAL INTEREST INCOME .................    15,412    14,321     7,817     7,253
                                                 -------   -------   -------   -------

INTEREST EXPENSE:
Deposits .....................................     5,441     5,413     2,725     2,687
Long-term debt ...............................     3,173     2,718     1,589     1,458
Federal funds purchased ......................        35        33        27        14
Short-term borrowings ........................        12        15         5         5
Securities sold under agreements to repurchase       121        19        66        18
                                                 -------   -------   -------   -------
      TOTAL INTEREST EXPENSE .................     8,782     8,198     4,412     4,182
                                                 -------   -------   -------   -------

NET INTEREST INCOME ..........................     6,630     6,123     3,405     3,071
PROVISION FOR POSSIBLE
  CREDIT LOSSES ..............................       400       325       255       125
                                                 -------   -------   -------   -------
NET INTEREST INCOME AFTER PROVISION
  FOR POSSIBLE CREDIT LOSSES .................     6,230     5,798     3,150     2,946
                                                 -------   -------   -------   -------

OTHER OPERATING INCOME:
Loan origination fees ........................        86        67        72        67
Customer service charges and fees ............       940       675       492       341
Mortgage servicing fees ......................       131       148        65        71
Investment security gains (losses), net ......        23        78         8        23
Gain (loss) on sale of loans, net ............       325       258       256       179
Gain (loss) on sale of assets, net ...........         7       265         7       (46)
Other income .................................       803       676       384       364
                                                 -------   -------   -------   -------
       TOTAL OTHER OPERATING INCOME ..........     2,315     2,167     1,284       999
                                                 -------   -------   -------   -------

OTHER OPERATING EXPENSES:
Salaries and benefits ........................     2,805     2,346     1,451     1,162
Occupancy expense ............................       830       752       418       383
Equipment expense ............................       696       593       370       305
Advertising ..................................       194       171        64        95
Other expenses ...............................     1,635     1,388       843       689
                                                 -------   -------   -------   -------
       TOTAL OTHER OPERATING EXPENSES ........     6,160     5,250     3,146     2,634
                                                 -------   -------   -------   -------

INCOME BEFORE PROVISION FOR
 INCOME TAXES ................................     2,385     2,715     1,288     1,311
PROVISION FOR INCOME TAXES ...................       570       630       300       305
                                                 -------   -------   -------   -------
NET INCOME BEFORE CUMULATIVE EFFECT
 OF CHANGE IN ACCOUNTING PRINCIPLE ...........     1,815     2,085       988     1,006

CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING PRINCIPLE, NET OF TAX ............       138      --        --        --
                                                 -------   -------   -------   -------
NET INCOME ...................................   $ 1,953   $ 2,085   $   988   $ 1,006
                                                 =======   =======   =======   =======
<PAGE>
                                       4
Earnings per share-basic*:
  Before cumulative effect ...................   $  0.37   $  0.44   $  0.20   $  0.21
  Cumulative effect ..........................      0.03      --        --        --
                                                 -------   -------   -------   -------
  Net Income .................................   $  0.40   $  0.44   $  0.20   $  0.21
                                                 =======   =======   =======   =======

Earnings per share-diluted*:
  Before cumulative effect ...................   $  0.37   $  0.42   $  0.20   $  0.20
  Cumulative effect ..........................      0.03      --        --        --
                                                 -------   -------   -------   -------
  Net Income .................................   $  0.40   $  0.42   $  0.20   $  0.20
                                                 =======   =======   =======   =======

Dividends per share ..........................   $  0.20   $  0.18   $  0.10   $  0.09
                                                 =======   =======   =======   =======

Fully diluted weighted average no ............
 of shares outstanding*: .....................     4,939     4,921     4,939     4,921

</TABLE>

*Reflects  adjustment  for 5% stock  dividend  issued on October  1,  1998.  The
accompanying   notes  are  an  integral  part  of  the  consolidated   financial
statements.


                                        5

<PAGE>


<TABLE>

                            LAKE ARIEL BANCORP, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>

                                                              SIX MONTHS ENDED JUNE 30,
                                                                   1999      1998
                                                                    (in thousands)
<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income ...............................................   $  1,953    $  2,085
  Adjustments to reconcile net income to net cash
  provided by operating activities:
     Provision for possible credit losses ..................        400         325
     Depreciation, amortization, and accretion .............        955         698
     Deferred income taxes .................................      1,743          (9)
     Writedown of foreclosed assets held for sale ..........        103         --
     Investment security (gain) loss, net ..................        (23)        (76)
     Investment security (gain) loss, net from
       change in accounting principle, net of tax ..........       (138)        --
     (Gain) on sale of loans ...............................       (325)       (258)
     (Gain) loss on sale of foreclosed assets ..............         (2)         72
     (Gain) on sale of leased assets .......................         (5)        --
     (Gain) on sale of credit card portfolio ...............        --         (337)
     Decrease (increase) in mortgage loans held for resale .      2,763       8,184
     (Increase) in accrued interest receivable .............       (225)       (216)
     (Decrease) in accrued interest payable ................       (352)       (228)
     (Increase) decrease in other assets ...................      1,339      (2,458)
     Increase (decrease) in other liabilities ..............       (444)        216
                                                                --------    --------

NET CASH PROVIDED (USED) BY
  OPERATING ACTIVITIES .....................................      7,742       7,998
                                                                --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Held-to-maturity securities:
    Proceeds from maturities and paydowns ..................      2,171       8,910
    Purchases ..............................................     (9,413)    (59,272)
  Available-for-sale securities:
    Proceeds from maturities and paydowns ..................     10,804       2,140
    Proceeds from sales ....................................     45,276      16,796
    Purchases ..............................................    (59,644)    (16,626)
  (Increase) of life insurance policies cash surrender value       (388)       (498)
  (Increase) decrease in loans and leases ..................    (21,885)    (13,799)
  Purchases of premises and equipment ......................     (1,489)     (2,690)
  Proceeds from sale of credit card portfolio ..............       --           355
  Proceeds from sale of leased assets ......................          5        --
  Proceeds from sale of foreclosed assets ..................        150         334
                                                               --------    --------

  NET CASH USED IN INVESTING ACTIVITIES ....................    (34,413)    (64,350)
                                                               --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in deposits .................................     17,868       3,147
  Increase in Federal funds purchased ......................      2,985        --
  Increase in securities sold under agreements
     to repurchase .........................................      2,456       1,795
  Proceeds from long-term debt .............................       --        50,658
  Principal payments on long-term debt .....................     (1,492)     (1,410)
  Proceeds from issuance of common stock ...................        324         286
  Cash dividends ...........................................       (967)       (821)
                                                               --------    --------

NET CASH PROVIDED BY
   FINANCING ACTIVITIES ....................................     21,174      53,655
                                                               --------    --------
                                       6
<PAGE>


INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS ........................................     (5,497)     (2,697)
CASH AND CASH EQUIVALENTS AT
   BEGINNING OF YEAR .......................................     19,004      17,109
                                                               --------    --------
CASH AND CASH EQUIVALENTS AT JUNE 30, 1999 .................   $ 13,507    $ 14,412
                                                               ========    ========

CASH PAID YEAR TO DATE FOR:
   Interest ................................................   $  9,134    $  8,198
                                                               ========    ========
   Income taxes ............................................   $    500    $    650
                                                               ========    ========
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       7
<PAGE>



                            LAKE ARIEL BANCORP, INC.
                                    FORM 10-Q

Part I  - Financial Information (Cont'd)
Item 1.  Financial Statements (Cont'd)

Notes to Consolidated Financial Statements

The financial information as of December 31, 1998 is audited and for the interim
periods ended June 30, 1999 and 1998 included herein is unaudited; however, such
information  reflects  all  adjustments  consisting  of  only  normal  recurring
adjustments,  which are,  in the  opinion  of  management,  necessary  to a fair
presentation of the results for the interim periods.

1.       REPORTING AND ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION

         The accounting and financial  reporting policies of Lake Ariel Bancorp,
Inc. and its subsidiary conform to generally accepted accounting  principles and
to general practice within the banking  industry.  The  consolidated  statements
include  the  accounts  of  Lake  Ariel  Bancorp,  Inc.  and  its  wholly  owned
subsidiary, LA Bank, N.A. (Bank) including its subsidiaries,  LA Lease, Inc. and
Ariel  Financial   Services,   Inc.   (collectively,   Company).   All  material
intercompany  accounts and transactions  have been eliminated in  consolidation.
The accompanying  interim  financial  statements are unaudited.  In management's
opinion,  the consolidated  financial  statements reflect a fair presentation of
the consolidated  financial position of Lake Ariel Bancorp, Inc. and subsidiary,
and the results of its  operations  and its cash flows for the  interim  periods
presented, in conformity with generally accepted accounting principles.

2.       CASH FLOWS

         The Company  considers amounts due from banks and federal funds sold as
cash equivalents. Generally, federal funds are sold for one-day periods.

         From time to time, the Company swaps its residential mortgage loans for
participation  certificates  of a similar amount issued by the Federal Home Loan
Mortgage Corporation. These certificates do not involve the transfer of cash for
cash  flow  purposes.   No  mortgage   loans  were  swapped  for   participation
certificates during the first six months of 1999 or 1998.






                                        8

<PAGE>

3.       INVESTMENT SECURITIES

         SFAS  No.  115   requires   the   classification   of   securities   as
held-to-maturity,   available-  for-sale  or  trading.  Securities,  other  than
securities  classified as  available-for-sale,  are carried at amortized cost if
management  has the ability  and intent to hold these  securities  to  maturity.
Securities  expected  to be held for an  indefinite  period of time and not held
until maturity are classified as available-for-sale and are carried at estimated
fair value.  Decisions to sell these  securities are determined by the Company's
financial position, including but not limited to, liquidity, interest rate risk,
asset   liability   management   strategies,    regulatory   requirements,   tax
considerations or capital adequacy. Gains or losses on investment securities are
computed using the specific identification method.

     The Company has no derivative  financial  instruments  requiring disclosure
under SFAS No. 119.

         SFAS  No.  133  established  accounting  and  reporting  standards  for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts,  and for  hedging  activities.  It  requires  that  an  entity
recognize all  derivatives  as either assets or  liabilities in the statement of
financial  position and measure those  instruments at fair value.  In connection
with the  first  quarter  1999  implementation  of SFAS  No.  133,  the  Company
transferred $71,137,000 of debt securities classified as held-to-maturity to the
available-for-  sale  category.  Such  transfer  will not call into question the
Company's future intention to hold other debt to maturity. Certain of these debt
securities were  subsequently  sold at a total gain of $183,000.  Since both the
adoption of SFAS No. 133 and subsequent sale of these securities were within the
same reporting period,  the gain is reported as a cumulative effect of change in
accounting  principle,  net of tax. Any other impact on the Company's  financial
position and results of operations  will be dependent upon the future volume (if
any) of acquisitions of derivative instruments and hedging activities.

4.       RECLASSIFICATIONS

         Certain prior years' amounts have been  reclassified  to conform to the
1999 reporting format.


                                        9

<PAGE>

5.       SHORT-TERM BORROWINGS AND LONG-TERM DEBT

         There were no short-term borrowings at June 30, 1999.

         Long-term  debt  at  June  30,  1999  consisted  of the  following  (in
thousands):

         Unsecured note, payable in the amount
         of $850.32 monthly, fixed interest rate
         of 2.9%, maturing November, 2000..........................$        14

         Mortgage, payable in the amount
         of $7,500.00 monthly, maturing May, 2008...................       605

         Borrowings with The Federal Home Loan Bank................... 113,348
                                                                      --------
           Total......................................................$113,967
                                                                      ========

         Annual maturities of the long-term debt are as follows: $1,540 in 1999;
$8,232 in 2000;  $8,339 in 2001;  $5,448 in 2002;  $50,065 in 2003; $69 in 2004;
$30,074 in 2005; $79 in 2006; $85 in 2007, and $10,036 in 2008.

         The  borrowings  with the Federal Home Loan Bank of  Pittsburgh  (FHLB)
require the Company to maintain  collateral with a fair value in an amount which
approximates the total outstanding debt. In addition,  the Company must maintain
its membership with the FHLB.


                                       10

<PAGE>



                            LAKE ARIEL BANCORP, INC.
                                    FORM 10-Q

Part I -  Financial Information (Cont'd)
Item 2.  Management's Discussion and Analysis or Plan of
           Operations:

The consolidated  financial  review of Lake Ariel Bancorp,  Inc. ("the Company")
provides a comparison  of the  performance  of the Company for the periods ended
June 30, 1999 and 1998. The financial  information  presented should be reviewed
in conjunction with the consolidated financial statements and accompanying notes
appearing elsewhere in this annual report.

Background

The Company is a one bank holding company whose principal subsidiary is LA Bank,
N.A.  The  Company  operates  21  full-service  branch  banking  offices  in its
principal market area in Lackawanna,  Luzerne,  Monroe, Pike and Wayne Counties.
At June 30, 1999, the Company had 170 full-time equivalent employees.

         NET INTEREST INCOME

         Net  income  for the  first  six  months  of 1999  decreased  to $1.953
million,  a decrease of $132,000 or 6.3% from 1998. Net income for the first six
months of 1998 was $2.085  million,  an increase of $549,000 or 35.7% over 1997.
On a per share basis,  net income was $0.40 basic and $0.40  diluted in 1999 and
$0.44 basic and $0.42 diluted in 1998.  Weighted  average  shares  outstanding -
diluted at June 30, 1999 and 1998 were 4,939,000,  and 4,921,000,  respectively.
Earnings per share and weighted average shares  outstanding  reflect  adjustment
for the 5% stock dividends paid on October 1, 1998 and 1997, and the two-for-one
stock split effective November 10, 1997.

         Net income for the first  quarter of 1998  included a one-time  gain of
$348,000  from  the sale of the  credit  card  portfolio.  Excluding  this  1998
nonrecurring  item,  year-to-date June 30, 1999 net income increased by 12% over
the same period for 1998.

         Net interest income improved in 1999,  which increased to $6.6 million,
an increase of $507,000 or 8.3% over 1998.  Other operating  income increased to
$2.5 million (including the realized gain of $183,000 on security sales reported
as cumulative effect of change in accounting principle from the adoption of SFAS
No. 133), an increase of $331,000 or 15.3% from 1998. Other operating income for
1998  included  a  $348,000  gain from the sale of the  credit  card  portfolio.
Excluding this 1998 nonrecurring item, other operating income for 1999 increased
by 37.4% over 1998. The increase  reflects  gains of $207,000  recognized on the
sale of  investment  securities  and a 39.6%  increase in fees and other  income
charged to customers as a result of both volume and rate increases. The increase
in other operating  expenses,  which  increased to $6.2 million,  an increase of
$910,000 or 17.3% over 1998, is the direct result of the additional salaries and
benefits,  occupancy and equipment expenses related to the new branches added in
1998. The Company  continued to focus its efforts toward retail banking services
within its  market  area in 1998 with  specific  attention  given to  increasing
market share.


                                       11

<PAGE>

         The growth in net income in 1998 was attributable to the improvement in
net interest income, which increased to $6.1 million, an increase of $658,000 or
12.0% over 1997, and which was also coupled with an increase in other  operating
income to $1.6  million,  an  increase  of  $153,000  or 10.8% over  1997.  This
increase  more than  offset the  increase  in other  operating  expenses to $5.3
million, an increase of $789,000 or 17.7% over 1997.

Analysis of Net Interest Income
         For the first six months of 1999, net interest  income  (tax-equivalent
basis)  increased  to $7.1  million,  an  increase of $525,000 or 8.0% over 1998
levels.  Average loans and leases  increased to $237.1  million,  an increase of
$23.4  million  or 10.9%  over  1998.  Average  commercial  loans  grew to $89.7
million, an increase of $14.1 million or 18.7% over 1998 levels. Interest income
on commercial  loans increased to $3.6 million,  an increase of $203,000 or 6.0%
over 1998. This was due to increased volume. The national prime rate as reported
in a national  publication  published  daily,  an index to which the majority of
these loans were tied,  was 8.00% at June 30,  1999 and 8.50% at June 30,  1998.
Average real estate loans decreased 1.8%. Decreasing rates contributed to a 6.2%
decrease in interest income on real estate loans.  Average consumer loans, which
included  leases,  increased $11.1 million or 33.7% over 1998, and resulted in a
23.5% increase in related interest income.

         Net interest income  (tax-equivalent basis) for the first six months of
1998 increased to $6.6 million, an increase of $691,000 or 11.8% over 1997. This
increase was due to the continued  strong growth of earning  assets,  which grew
23.7% over 1997 levels.

         On average,  investment securities in 1999 increased to $192.1 million,
an increase of $32.0 million or 20.0% over 1998 levels. Investment securities in
1998  increased to $160.1  million,  an increase of $46.4  million or 40.8% over
1997 levels.  Income earned on investment  securities increased to $6.3 million,
an increase of $707,000 or 12.6% over 1998.  Income earned in 1998  increased to
$5.6  million,  an increase of $1.4 million or 36.4% over 1997.  As is discussed
under  "Financial  Condition,"  the  asset/liability  management  and investment
strategies  that  were  employed  during  1999 and 1998  resulted  in  increased
holdings of investment  securities and created an increase in investment income.
The mix of securities in the investment  portfolio changed slightly during 1999.
Taxable securities, which represented 79.8% of the investment portfolio in 1998,
increased  to 80.4% or $154.5  million  in 1999.  At June 30,  1999,  tax-exempt
securities  represented  19.6%  of the  portfolio  compared  to  20.2%  in 1998.
Tax-exempt  securities,   for  part  of  the  year,  provided  better  after-tax
investment  returns than taxable issues in similar  maturity and quality ranges.
Accordingly, average balances on state and municipal securities at June 30, 1999
increased to $37.6 million, an increase of $5.2 million or 16.1% over 1998.

         Average interest-bearing  deposits at June 30, 1999 increased to $264.7
million, an increase of $26.4 million or 11.1% over 1998.




                                       12

<PAGE>

         Average savings and  interest-bearing  demand deposits at June 30, 1999
increased to $87.5 million,  an increase of $15.2 million or 21.1% over 1998. As
a  percentage  of  total   average   interest-bearing   deposits,   savings  and
interest-bearing  demand deposits  represented  33.1% in 1999 and 30.3% in 1998.
Due to the increase in the volume of lower interest-bearing  deposits, the rates
at which time deposits were repricing and the volume increases, interest expense
on deposits for the six months ended June 30, 1999 and 1998 remained constant at
$5.4  million.  These  results  were  reflected in the cost of funds on deposits
which decreased 9.4% from 1998 through 1999, while volume increased 11.1%. There
were no brokered deposits within the Company's deposit base during 1999 or 1998.

         Short-term   borrowings,   including   federal  funds  purchased,   and
securities  sold under  agreements to repurchase,  averaged $7.1 million in 1999
and $1.9 million in 1998.

         Interest  expense as a percent of earning assets  decreased by 29 basis
points  from  4.37%  in 1998 to  4.05% in 1999  due to the  volume  increase  in
interest-bearing  liabilities,  the mix in the  makeup  of the  interest-bearing
deposits, and the decrease in the related interest rates paid.

         The overall  effect of the decrease in yield on  investments  and loans
and leases,  decrease in interest  rates paid, the shift in mix of and growth in
deposit  accounts and long-term debt and the growth in earning assets produced a
negative impact on net interest margin.  The net interest margin decreased by 23
basis points to 3.27% in 1999 from 3.50% in 1998.

         The  following  tables  provide an analysis of changes in net  interest
income with  regard to volume,  rate and yields of  interest-bearing  assets and
liabilities  based on average  balances for each period.  Components of interest
income and expenses are presented on a tax-equivalent  basis using the statutory
federal income tax rate of 34.0% each year.


                                       13

<PAGE>

<TABLE>
<CAPTION>
                                                                    For Six Months Ended June 30,
                                                           1999                                       1998
                                         ------------------------------------------------------------------------------------------
                                             Average     Interest                       Average     Interest
                                             Balance      Income/         Yield/        Balance      Income/        Yield/
                                               (1)        Expense          Rate           (1)        Expense         Rate
                                         ------------------------------------------------------------------------------------------
                                                                                   (Dollars in thousands)
<S>                                          <C>          <C>             <C>         <C>          <C>              <C>

Earning assets:
Federal funds sold ...................       $  5,201    $    118          4.55%     $   1,680     $    45           5.37%
Deposits in Federal Home Loan Bank ...            172           5          5.83            289           7           4.86
Investment securities:
U.S. government agencies .............        147,527       4,659          6.33        122,526       4,211           6.89
State and municipal(2) ...............         37,574       1,420          7.58         32,357       1,267           7.85
Other securities .....................          6,985         226          6.49          5,233         120           4.60
                                              -------        ----                     --------       -----
Total investment securities ..........        192,086       6,305          6.58        160,116       5,598           7.01
Loans and leases:
Commercial, financial and industrial .         89,723       3,596          8.04         75,617       3,393           9.00
Real estate-construction and mortgage         103,272       3,829          7.44        105,127       4,084           7.79
Installment loans to individuals(3) ..         40,668       1,753          8.64         29,427       1,408           9.60
Lease financing(3) ...................          3,484         258         14.85          3,595         220          12.27
                                            ---------    --------                      -------       -----
Total loans and leases ...............        237,147       9,436          7.98        213,766       9,105           8.54

Total earning assets .................        434,606      15,864          7.32        375,851      14,755           7.87

Cash and due from banks ..............         11,098                                    9,815
Premises and equipment ...............         18,051                                   13,827

Other, less allowance for credit losses
and loan fees ........................         16,022                                   12,978
                                            ---------                                 --------
Total assets .........................       $479,777                                 $412,471
                                            =========                                 ========

Liabilities and stockholders' equity:
Interest-bearing deposits:
Demand ...............................       $ 45,937    $    550          2.40%      $ 31,717    $    334           2.11%
Savings ..............................         41,548         325          1.57         40,538         462           2.29
Time .................................        135,711       3,587          5.30        125,200       3,501           5.61
Time over $100,000 ...................         41,486         991          4.79         40,869       1,116           5.48
                                             --------   ---------                     --------       -----
Total interest-bearing deposits ......        264,682       5,453          4.13        238,324       5,413           4.56
Federal funds purchased ..............            686          17          4.97          1,127          33           5.87
Short-term borrowings ................            724          18          4.99            648          16           4.95
Securities sold under agreements
to repurchase ........................          5,703         121          4.26            118           3           5.10
Long-term debt .......................        114,599       3,173          5.55         90,339       2,733           6.07
                                              --------   ---------                    --------       -----
Total interest-bearing liabilities ...        386,394       8,782          4.57        330,556       8,198           4.99
                                                         ---------                                --------
Demand - noninterest - bearing .......         51,356                                   41,552

Other liabilities ....................          4,571                                    4,212
                                            ---------                                 --------
Total liabilities ....................        442,321                                  376,320
Stockholders' equity .................         37,456                                   36,151
                                            ---------                                 --------
Total liabilities and stockholders' equity   $479,777                                 $412,471
                                            =========                                 ========

Net interest income ..................                   $  7,082                                $  6,557
                                                         =========                               ========
Net interest spread ..................                                     4.05%                                    4.37%
                                                                          ======                                 ========
Net interest margin(4) ...............                                     3.27%                                    3.50%
                                                                       =========                                 ========
<FN>

- ------------------------------
(1)  Average balances have been computed using daily balances.  Nonaccrual loans
     are included in loan balances.
(2)  Interest and yield are  presented on a  tax-equivalent  basis using a 34.0%
     statutory tax rate.
(3)  Installment loans and leases are presented net of unearned interest.
(4)  Represents  the  difference  between  interest  earned and  interest  paid,
     divided by average total earning assets.

</FN>
</TABLE>
                                       14

<PAGE>



                                            1999 Compared to 1998(1)
                                              Caused by          Total
                                         Volume      Rate       Variance
                                                  (In thousands)
Interest income:
   Federal funds sold ...............   $    80    $    (7)   $    73
   Deposits in Federal Home Loan Bank        (3)         1         (2)
   Investment securities ............     1,056       (349)       707
   Loans and leases .................     1,024       (693)       331
                                          -----   --------    -------
Total interest income ...............     2,157     (1,048)     1,109
                                          -----    -------     ------

Interest expense:
   Demand and savings deposits ......       176        (97)        79
   Time deposits ....................       301       (340)       (39)
   Borrowed funds ...................       796       (252)       544
                                          -----   --------    -------
Total interest expense ..............     1,273       (689)       584
                                          -----   --------    -------

Net interest income .................   $   884    $  (359)   $   525
                                         ======    =======     ======

- ------------------------------
(1)      The portion of the total  change  attributable  to both volume and rate
         changes  during the period  has been  allocated  to the volume and rate
         components  based upon the absolute dollar amount of the change in each
         component prior to the allocation.


Provision for Possible Credit Losses
         The provision for possible  credit losses for the six months ended June
30, 1999  increased to $400,000,  an increase of $75,000 or 23.1% over 1998.  In
1999,  the  provision for possible  credit losses was 97.6% of net  charge-offs,
compared to 121% in 1998. The provision represented  management's  assessment of
the risks inherent in the loan and lease  portfolio  while providing the amounts
necessary to cover potential charge-offs.

         Net charge-offs in 1999 increased to $410,000,  an increase of $143,000
or  53.6%  over the  same  period  in 1998.  The net  charge-offs  in 1999  were
primarily attributed to the commercial and consumer installment loan portfolio.

         Net  charge-offs  on  commercial  and  industrial  loans  for 1999 were
$237,000  or  57.8%  of net  charge-offs  in 1999  compared  to  $87,000  of net
charge-offs for 1998. Consumer and credit card, lease financing, and real estate
related debt accounted for 42.2% in 1999 and 68.0% in 1998, of net  charge-offs,
respectively.










                                       15

<PAGE>

         OTHER OPERATING INCOME

         Other  operating  income in the first six months of 1999  increased  to
$2.5 million (including the realized gain of $183,000 on security sales reported
as cumulative effect of change in accounting principle from the adoption of SFAS
No. 133), an increase of $331,000 or 15.3% from 1998. The 1998 amount reflects a
gain of $348,000 recognized on the sale of our credit card portfolio.  Excluding
this gain,  1999 other  operating  income  represents  an increase of 37.3% over
1998. Mortgage servicing fee income in 1999 decreased to $131,000, a decrease of
$17,000 or 11.5% over 1998. These fees were directly influenced by the volume of
loans that were sold in the secondary  market,  net of loans paid off.  Gains or
losses on sales of mortgage  loans  occurred  when the coupon  rates on mortgage
loans exceeded or fell short of the yields required by the  purchasers.  The net
gain of  $325,000  recorded in 1999,  compared  with the net gain of $258,000 in
1998,  was  indicative  of the changes in interest  rates  during the periods in
which the sales occurred.

         Fee income from service charges on demand  deposits,  item  processing,
return items and other service fees in 1999  increased to $940,000,  an increase
of $265,000 or 39.3%.  These fees,  which  represented  37.6% of other operating
income  (including SFAS No. 133 gains),  were influenced by both pricing changes
and increases in the number of consumer and business demand deposit accounts.

         Net gains on available-for-sale  securities  represented  approximately
8.2% in 1999 and 3.6% in 1998 of other operating income  (including SFAS No. 133
gains), respectively.  Reported on the consolidated statement of income for 1999
as  "Cumulative  Effect  of  Change  in  Accounting  Principle,  Net of Tax" are
additional  available-for-sale  security sales. The gain of $183,000 less income
taxes of $45,000 represents the transfer of securities from held-to- maturity to
the available-for-sale category and then sold, all within the first quarter. The
opportunity to transfer and the subsequent  accounting treatment are as per SFAS
No. 133. The sales of these securities  resulted from the Company's  decision to
liquidate  certain  securities  to  capture  market  gains  with the  ability to
reinvest in bonds with similar risk and yield.

         Included in other income are earnings on directors'  and officers' life
insurance policies, credit card annual fees and merchant discounts, safe deposit
box rentals,  rental  income on excess  office  space in three of the  Company's
branch offices,  automated teller machine surcharge income, commissions on check
orders  and other  general  service  fees.  Other  income in 1999  increased  to
$803,000, an increase of $127,000 or 18.8% over 1998.








                                       16

<PAGE>
         OTHER OPERATING EXPENSES

         Other operating expenses in 1999 increased to $6.2 million, an increase
of  $910,000  or 17.3% over 1998.  Salaries  and  benefits,  which were the most
significant  of the  noninterest  expenses,  increased  in  each  of  the  years
reported.  Salaries and benefits for 1999 increased to $2.8 million, an increase
of $459,000 or 19.6% over 1998. This increase was due to the additional staffing
needs  in  both  new and  existing  branch  and  administrative  offices,  merit
increases and the added costs  associated  with health care  insurance and other
benefits which were provided by the Company.

         Equipment and occupancy expenses in 1999 increased to $1.5 million,  an
increase  of  $181,000  or 13.5%  over  1998.  These  increases  were  primarily
attributable  to the  growth in the number of branch  offices,  in  addition  to
overall increases in overhead expenses, maintenance costs and equipment upgrades
(including  computer  hardware  and  software),  and the Year 2000  testing  and
related equipment costs throughout the branch network.

         FDIC insurance  assessments  decreased from $222,000 in 1995, to $2,000
in 1996,  $0 in 1997 and 1998.  The  decrease in the FDIC  insurance  assessment
reflected the decision by the FDIC in late 1995 to charge well-capitalized banks
a $1,000 semi-annual membership fee without any deposit-based insurance premium,
then reducing this amount to zero in 1997 and beyond.

         Other  expenses  in 1999  increased  to $1.6  million,  an  increase of
$247,000 or 17.8% over 1998. Included in these expenses were such costs as legal
fees,  professional  and audit,  state  shares' tax,  directors'  fees and other
general operating expenses.

         INCOME TAXES

         The  provision  for income taxes for the six months ended June 30, 1999
was $615,000,  a decrease of 2.4% or $15,000 in 1999. The effective tax rate for
1999 and 1998 was 23.9% and 23.2%, respectively.

         FINANCIAL CONDITION

June 30, 1999 Compared to December 31, 1998

         The  Company's  total assets  increased  to $492.9  million at June 30,
1999, an increase of $18.2  million or 3.8% from $474.7  million at December 31,
1998.  The  increase in assets was  primarily  attributable  to a $18.3  million
growth in net loans and  leases and a $6.5  million  decrease  in Federal  Funds
sold.





                                       17

<PAGE>
         The amortized cost of investment securities, including held-to-maturity
(HTM) and  available-for-sale  (AFS),  increased  to $203.3  million at June 30,
1999, an increase of $10.5  million or 5.4% from $192.8  million at December 31,
1998.  The  continued  attention  given  to  management's   asset/liability  and
investment  strategies  resulted  in an increase in net  interest  income  while
controlling   interest  rate  risk.  In  1999,  LA  Bank,  like  most  financial
institutions,  experienced  decreasing  yields.  This  was  the  result  of many
callable or  mortgage  related  securities  paying off  quicker  than  expected,
causing reinvestment into lower yielding securities. If securities were owned at
a premium,  the early  payoff  also had the effect of  lowering  the yield being
earned.

         An investment  strategy was  implemented to combat  decreasing  yields.
First,  sales of faster  paying,  lower yielding  securities  were replaced with
lower coupon, lower priced,  longer term, higher yielding securities.  Secondly,
municipal   securities  with  short  remaining  terms  were  sold  at  a  profit
(approximately  $183,000) and reinvested into like-kind,  longer-term  municipal
securities without sacrificing yield or risk. At June 30, 1999, gross unrealized
gains  in the HTM  investments  were  $258,000  while  gross  unrealized  losses
amounted to $2,316,000.

         The following  table  presents the maturity  distribution  and weighted
average  yield of the  securities  portfolio  of the  Company at June 30,  1999.
Weighted  average  yields on  tax-exempt  obligations  have been  computed  on a
taxable equivalent basis.

<TABLE>
<CAPTION>


                                                             Available-for-Sale June 30, 1999
                                                    After 1 Year But After 5 Years But  After 10 Years
                                    Within 1 Year    Within 5 Years   Within 10 Years   or no maturity       Total
                                  ---------------   ----------------  ----------------  --------------  --------------

                                   Amount   Yield    Amount   Yield    Amount    Yield   Amount   Yield  Amount   Yield
<S>                               <C>         <C>    <C>        <C>      <C>       <C>   <C>        <C>   <C>       <C>
                                                                   (Dollars in thousands)

Amortized cost:
U.S. government agencies and
   corporations...............    $ 14,972   6.92%  $ 35,974    6.76   $ 14,641   6.61%  $ 60,578   6.66% $126,165   6.72%
Obligations of state and
   political subdivisions.....        -        -         405    6.84        394   6.46     21,299   6.84    22,098   6.84
Equity securities.............        -        -          -       -          -      -       7,106   6.37     7,106   6.37
                               ----------              -----           ---------          -------         --------
Total securities
   available-for-sale             $ 14,972   6.92%  $ 36,379    6.76%  $ 15,035   6.61%  $ 88,983   6.68% $155,369   6.72%
                                  ========          ========            ========         ========         ========
</TABLE>
<TABLE>
<CAPTION>



                                                                 Held-to-Maturity June 30, 1999
                                                  After 1 Year But    After 5 Years But   After 10 Years
                                Within 1 Year      Within 5 Years      Within 10 Years    or no maturity        Total
                               ---------------    ----------------    ----------------     -------------    --------------

                               Amount      Yield    Amount   Yield     Amount    Yield   Amount   Yield      Amount   Yield
<S>                               <C>         <C>    <C>        <C>      <C>      <C>      <C>       <C>      <C>       <C>
                                                                      (Dollars in thousands)
Amortized cost:
U.S. government agencies and
   corporations...............  $  1,262    6.08%  $  5,048   6.08%   $  6,310   6.08%   $ 11,398    6.08%    $ 24,018  6.08%
Obligations of state and
   political subdivisions.....      -          -        298   7.11       6,333   7.49      17,310    7.20       23,941  7.28
                              -----------          ---------             ------            --------           --------
Total securities
  held-to-maturity              $  1,262    6.08%  $  5,346   6.14%   $ 12,643   6.79%   $ 28,708    6.75%    $ 47,959  6.68%
                                                   ========            ========           ========             ========


</TABLE>



                                       18

<PAGE>

         Total net  loans  increased  to $243.0  million  at June 30,  1999,  an
increase of $18.2 million or 8.1% from $224.8  million at December 31, 1998. The
increase in net loans was directly  related to the growth in  commercial  loans.
Residential  mortgage  loans,  which  included real estate  construction  loans,
decreased to $97.6  million at June 30, 1999, a decrease of $9.1 million or 8.2%
from  $106.7  million at  December  31,  1998.  Approximately  $13.8  million of
mortgage loans were sold during the first six months of 1999.

         Consumer  loans and leases,  net of unearned  discounts,  increased  to
$51.2  million at June 30, 1999, an increase of $9.5 million or 22.7% from $41.7
million at December 31, 1998.  Commercial  loans  increased to $95.4  million at
June 30,  1999,  an  increase  of $16.1  million or 20.3% from $79.3  million at
December 31, 1998.  Commercial loans consisted of loans made to small businesses
within the Company's  market area and were generally  secured by real estate and
other assets of the borrowers.

         Life insurance cash surrender  value  increased to $9.2 million at June
30,  1999,  an increase of  $388,000 or 4.4% from $8.8  million at December  31,
1998. This  represents an investment in 1997 in various life insurance  policies
to fund both a non-qualified  supplemental retirement plan (SERP) and an officer
group term life insurance replacement plan on the executive officers and certain
other officers of the Company.

     Total deposits increased to $330.6 million at June 30, 1999, an increase of
$17.9   million  or  5.7%  from   $312.7   million   at   December   31,   1998.
Noninterest-bearing demand deposits increased to $56.5 million at June 30, 1999,
an increase of $4.1 million or 7.7% from $52.4  million at December 31, 1998. In
the aggregate,  savings and interest-bearing  demand deposits increased to $95.8
million  at June 30,  1999,  an  increase  of $15.5  million or 19.2% from $80.3
million at December 31, 1998.  As a percentage  of total  deposits,  savings and
interest-bearing demand deposits represented 29.0% in 1999, compared to 25.7% in
1998. Time deposits,  which include  certificates of deposit in denominations of
$100,000 or more,  decreased  to $178.3  million at June 30, 1999, a decrease of
$1.7 million or .92% from $180.0  million at December 31, 1998. As a percentage
of total deposits,  these deposits  represented 53.9% in 1999 and 57.5% in 1998.
Approximately  $7.2  million of these  deposits  are from public funds of school
districts  and local  governments  located  within the  Company's  market  area.
Included in interest-bearing  deposits are certificates of deposit in amounts of
$100,000 or more.  There are no brokered  deposits  included in  certificates of
deposit of $100,000 or more.

         NONPERFORMING ASSETS

         Nonperforming assets included nonperforming loans and foreclosed assets
held for sale. Nonperforming loans consisted of loans where the principal and/or
interest  was 90 days or more  past  due and  loans  that  had  been  placed  on
nonaccrual status. When loans were placed on nonaccrual status,  income from the
current  period was  reversed  from current  earnings  and  interest  from prior
periods was charged to the allowance for possible credit losses.  Consumer loans
were charged-off when principal or interest was 120 days or more delinquent,  or
were placed on nonaccrual status if a sufficient  amount of collateral  existed.
The following  table shows  information  concerning  loan  delinquency and other
nonperforming assets of the

                                       19

<PAGE>
<
Company at June 30, 1999 and December 31, 1998:
                                        1999      1998
                                        (in thousands)

Loans past due 90 days or more        $  346    $  759
Impaired loans in nonaccrual status    1,875     2,088
Other nonaccrual loans                   319       308
                                     -------   -------
         Total nonperforming loans     2,540     3,155

Foreclosed assets held for sale          898       357
                                     -------  --------
         Total nonperforming assets   $3,438    $3,512
                                      ======   =======

Nonperforming loans as a
     percentage of loans                1.04%     1.39%
Nonperforming assets as a
     percentage of assets                .70%     0.74%

     Nonperforming  loans decreased 19.5% from year-end 1998.  Nonaccrual  loans
decreased  $202,000 or 8.4% from year-end  1998.Commercial  loans  accounted for
85.5% of all  nonaccruals,  followed by real estate  loans at 14.5%.  Within the
$2.194  million of total  nonaccrual  loans,  91.9% were  secured by  mortgages,
primarily first liens, against residential or commercial properties.  Loans past
due 90 days or more decreased  $413,000 from 1998 year-end levels. These loans
included  $318,000 in real estate  mortgages,  $28,000 in consumer credit, $0 in
commercial  loans and $0 in leasing.  These loans were reviewed by management at
its quarterly loan review meetings regarding collection efforts.

         Legal proceedings on the nonaccrual loans are ongoing, routine, and are
reviewed by management on a continuing basis. No material losses are expected as
a result of these proceedings.

         Foreclosed assets held for sale were $898,000 at June 30, 1999 compared
to $357,000 at year-end 1998. The increase was a result of problem credits going
through the foreclosure process. The number of properties increased from five to
nine. Two new commercial  properties were added,  accounting for $415,000 of the
increase.  The Company does not expect any material losses on the sales of these
properties based on current appraised values exceeding book values. See "Factors
That May Affect  Future  Results"  for factors that could affect sales prices of
foreclosed assets.

         POTENTIAL PROBLEM LOANS

         At June 30,  1999,  the  Company  had  approximately  $1.8  million  of
potential problem loans not included in the nonperforming  loan  classification.
Known  information  about possible  credit  problems  related to these borrowers
caused  management to have serious doubts as to the ability of such borrowers to
comply with present loan repayment terms and may result in future classification
of such loans as  nonperforming.  These potential  problem loans were taken into
consideration by management when determining the adequacy of the allowance for
possible  credit  losses at June 30, 1999.  See "Factors  That May Affect Future
Results" for further discussion.


                                       20

<PAGE>

                  ALLOWANCE FOR POSSIBLE CREDIT LOSSES

         The Company determined the provision for possible credit losses through
a quarterly  review of the loan  portfolio.  Factors such as declining  economic
trends;  the  volume of  nonperforming  loans;  concentrations  of credit  risk;
adverse  situations that may affect the borrower's  ability to repay; prior loss
experience within the various categories of the portfolio;  and current economic
conditions  were  considered  when reviewing the risks in the portfolio.  Larger
exposures were analyzed  individually.  Over the past several years, the Company
implemented more stringent  underwriting standards in commercial lending as this
category of loans continues to grow. While management believed the allowance for
possible  credit losses was adequate,  future  additions to the allowance may be
necessary based on changes in economic conditions. The adequacy of the allowance
for possible  credit  losses was reviewed  quarterly by a loan review  committee
comprised  of members of the Board of  Directors  and senior  management  of the
Company.  The full Board of Directors  reviewed the relevant ratios with respect
to the allowance after the loan review  committee made its  recommendations.  At
June 30, 1999 and December 31, 1998,  the allowance  for possible  credit losses
was 0.96% and 1.04% of loans,  respectively.  For further  discussion on factors
that could influence the allowance for possible credit losses, see "Factors That
May Affect Future Results."

Changes  in the  allowance  for  possible  credit  losses  at June 30,  1999 and
December 31, 1998 were as follows:

                                        1999     1998
                                     (dollars in thousands)

Balance at beginning of period         $2,360   $2,109
                                      -------  -------

Charge-offs:
         Real estate-construction        --       --
         Real estate-mortgage              61      122
         Commercial and industrial        239      512
         Consumer installment             130      282
         Lease financing                   30       29
                                    --------- --------

                  Total                   460      945
                                     -------- --------

Recoveries:
         Real estate-construction        --       --
         Real estate-mortgage            --       --
         Commercial and industrial          2        6
         Consumer installment              46       59
         Lease financing                    2     --
                                   ----------  -------

                  Total                    50       65
                                    ------------------

Net charge-offs                           410      880
                                    ------------------
Provision for possible credit losses      400    1,130
                                    ------------------

Balance at end of period               $2,350   $2,360
                                      =======  =======


Ratio of net charge-offs during
  period to average loans
  outstanding during period             0.17%    0.40%
                                      =======    ====

                                       21

<PAGE>

     The  Company's  management  is unable to  determine  in what loan  category
future  charge-offs and recoveries may occur. The following  schedule sets forth
the  allocation  of the  allowance  for possible  credit  losses  among  various
categories.  At June 30, 1999, approximately 71.2% of the allowance for possible
credit  losses is  allocated  to general  risk to protect  the  Company  against
potential yet  undetermined  losses.  The  allocation  is based upon  historical
experience.  The entire  allowance  for possible  credit  losses is available to
absorb future loan losses in any loan category.
<TABLE>
<CAPTION>


                                                       June 30,          December 31,
                                                        1999                1998
                                                            Percent            Percent
                                                            of Loans           of Loans
                                                            in Each            in Each
                                                            Category           Category
                                                     Amount to Loans(1) Amount to Loans(1)
                                                          (Dollars in thousands)
<S>                                                  <C>       <C>    <C>      <C>

Allocation of allowance for possible credit losses:
Real Estate .......................................   $  312    39%   $  281    46%
Commercial and industrial .........................    1,242    40     1,230    36
Consumer installment ..............................      669    19       361    16
Lease financing ...................................       94     2        92     2
Unallocated .......................................       33   --        396   --
                                                    --------------   -------   ---
      Total .......................................   $2,350   100%   $2,360   100%
                                                      ======  ====    ======  ====
<FN>

(1) Loans, net of unearned income.
</FN>
</TABLE>

Item 3.

Interest Rate Risk Management
         The following  discussion contains certain  forward-looking  statements
(as  defined in the Private  Securities  Litigation  Reform Act of 1995).  These
forward-looking  statements may involve significant risks and uncertainties that
are described under the caption "Factors That May Affect Future Results."

         Interest  rate risk  management  involves  managing the extent to which
interest-sensitive  assets  and  interest-sensitive   liabilities  are  matched.
Interest rate sensitivity is the relationship  between market interest rates and
earnings  volatility  due  to  the  repricing   characteristics  of  assets  and
liabilities.  The  Company's  net interest  income is affected by changes in the
level  of  market  interest  rates.  In order to  maintain  consistent  earnings
performance,  the Company seeks to manage, to the extent possible, the repricing
characteristics of its assets and liabilities.

     Asset/Liability  Management.  One  major  objective  of  the  Company  when
managing the rate  sensitivity of its assets and liabilities is to stabilize net
interest income. The management of and authority to assume interest rate risk is
the responsibility of the Company's Asset/ Liability Committee  ("ALCO"),  which
is comprised of senior  management  and Board members.  ALCO meets  quarterly to
monitor  the  ratio  of  interest   sensitive   assets  to  interest   sensitive
liabilities.  The process to review  interest rate risk  management is a regular
part  of  management  of the  Company.  Consistent  policies  and  practices  of
measuring and reporting interest rate risk exposure,  particularly regarding the
treatment of noncontractual assets and liabilities,  are in effect. In addition,
there is an annual  process to review the  interest  rate risk  policy  with the
Board of Directors  which includes  limits on the impact to earnings from shifts
in interest rates.



                                       22

<PAGE>

         Interest Rate Risk Measurement. Interest rate risk is monitored through
the use of three complementary measures:  static gap analysis,  earnings at risk
simulation  and economic  value at risk  simulation.  While each of the interest
rate  risk  measurements  has  limitations,  taken  together  they  represent  a
reasonably  comprehensive  view of the  magnitude  of interest  rate risk in the
Company and the  distribution  of risk along the yield curve,  the level of risk
through  time,  and the amount of exposure to changes in certain  interest  rate
relationships.

         Static Gap.  The ratio  between  assets and  liabilities  repricing  in
specific  time  intervals is referred to as an interest  rate  sensitivity  gap.
Interest rate  sensitivity gaps can be managed to take advantage of the slope of
the yield  curve as well as  forecasted  changes in the level of  interest  rate
changes.

         To  manage  this   interest   rate   sensitivity   gap   position,   an
asset/liability  model  called  "static  gap  analysis"  is used to monitor  the
difference  in the  volume  of  the  Company's  interest  sensitive  assets  and
liabilities  that mature or reprice within given periods.  A positive gap (asset
sensitive)  indicates that more assets reprice during a given period compared to
liabilities, while a negative gap (liability sensitive) has the opposite effect.
The Company  employs  computerized  net interest income  simulation  modeling to
assist in  quantifying  interest rate risk exposure.  This process  measures and
quantifies  the impact on net interest  income  through  varying  interest  rate
changes and balance sheet  compositions.  The use of this model assists the ALCO
to gauge the effects of the interest rate changes on interest  sensitive  assets
and  liabilities  in order to determine what impact these rate changes will have
upon the net interest spread.

         At June 30,  1999,  LA Bank  maintained  a one year  cumulative  gap of
negative $8.8 million or 1.79% of total assets.  The effect of this gap position
provided a negative  mismatch of assets and liabilities which can expose LA Bank
to interest rate risk during a period of increasing interest rates.  Conversely,
in a  decreasing  interest  rate  environment,  net income  could be  positively
affected  because  more  liabilities  than  assets will  reprice  during a given
period.
<TABLE>
<CAPTION>

                                                                Interest Sensitivity Gap at June 30, 1999
                                               3 months       3 through      1 through        Over
                                                  or less     12 months        3 years       3 years        Total
                                               ------------   ---------      -----------     -------        -----
                                                                         (Dollars in thousands)

<S>                                           <C>              <C>          <C>          <C>           <C>    <C>

Cash and cash equivalents...................   $   269      $      806     $      -      $   12,432    $    13,507
Investment securities(1)(2).................    12,036          18,046         32,070       134,470        196,622
Loans(2)....................................    56,787          63,556         59,718        62,720        242,781
Fixed and other assets......................      -            -              -              39,599         39,599
                                            --------------------------  -------------    ----------   ------------
Total assets................................ $  69,092       $  82,408     $   91,788     $ 249,221     $  492,509
                                             =========       =========     ==========     =========     ==========

Non interest-bearing transaction deposits(3) $    -         $    -         $   28,266    $   28,266    $    56,532
Interest-bearing transaction deposits(3)         1,696          17,097         21,290        58,237         98,320
Time........................................    28,024          70,665         39,968             4        138,661
Time over $100,000..........................     8,123          17,900         11,128        -              37,151
Short-term borrowings.......................     9,013             866          2,014        -              11,893
Long-term debt..............................     5,486           1,457         33,422        70,433        110,798
Other liabilities...........................        -            -              -             4,363          4,363
                                               ---------------------------------------- -----------   ------------
     Total Liabilities...................... $  52,342      $ 107,985      $ 136,088      $ 161,303     $  457,718
                                               =========     =========      =========     =========     ==========

Interest sensitivity gap....................$   16,750      $ (25,577)     $ (44,300)    $   87,918
                                            ==========      ==========     ==========    ==========

Cumulative gap..............................$   16,750     $   (8,827)     $ (53,127)    $   34,791
                                            ==========     ===========     ==========    ==========

Cumulative gap to total assets..............     3.40%         (1.79)%       (10.79)%         7.06%
<FN>
                                       23
<PAGE>

- -----------------------------

(1)      Gross of unrealized gains/losses on available for sale securities.
(2)      Investments  and loans are  included  in the  earlier  of the period in
         which  interest  rates were next  scheduled  to adjust or the period in
         which they are due. In addition,  loans were included in the periods in
         which they are scheduled to be repaid based on scheduled  amortization.
         For amortizing loans and mortgage-backed securities,  annual prepayment
         rates  are  assumed  reflecting   historical   experience  as  well  as
         management's knowledge and experience of its loan products.
(3)      LA Bank's  demand  and  savings  accounts  were  generally  subject  to
         immediate withdrawal. However, management considers a certain amount of
         such accounts to be core accounts having significantly longer effective
         maturities  based on the  retention  experiences  of such  deposits  in
         changing interest rate environments. The effective maturities presented
         are  the  recommended  maturity  distribution  limits  for  nonmaturing
         deposits based on our historic deposit studies.

</FN>
</TABLE>

         Certain  shortcomings are inherent in the method of analysis  presented
in the above table.  Although  certain assets and  liabilities  may have similar
maturities  or  periods of  repricing,  they may react in  different  degrees to
changes in market interest rates.  The interest rates on certain types of assets
and  liabilities  may fluctuate in advance of changes in market  interest rates,
while  interest  rates on other types of assets and  liabilities  may lag behind
changes  in market  interest  rates.  Certain  assets,  such as  adjustable-rate
mortgages,  have  features  which  restrict  changes  in  interest  rates  on  a
short-term  basis  and over the life of the  asset.  In the event of a change in
interest rates, prepayment and early withdrawal levels may deviate significantly
from those assumed in  calculating  the table.  The ability of many borrowers to
service their adjustable-rate debt may decrease in the event of an interest rate
increase.

         Earnings at Risk and Economic  Value at Risk  Simulations.  The Company
recognizes that more  sophisticated  tools exist for measuring the interest rate
risk in the balance sheet beyond static gap analysis.  Although it will continue
to measure its static gap position, the Company utilizes additional modeling for
identifying  and measuring the interest rate risk in the overall  balance sheet.
The ALCO is responsible  for focusing on "earnings at risk" and "economic  value
at risk", and how both relate to the risk-based  capital position when analyzing
the interest rate risk.

         Earnings at Risk.  Earnings at risk  simulation  measures the change in
net interest  income and net income  should  interest  rates rise and fall.  The
simulation  recognizes that not all assets and  liabilities  reprice one for one
with market rates (e.g.,  savings rate). The ALCO looks at "earnings at risk" to
determine  income  changes  from a base  case  scenario  under an  increase  and
decrease of 200 basis points in interest rates simulation model.

         Economic  Value at  Risk.  Earnings  at risk  simulation  measures  the
short-term  risk in the balance sheet.  Economic value (or portfolio  equity) at
risk measures the long-term  risk by finding the net present value of the future
cashflows from the Company's existing assets and liabilities.  The ALCO examines
this ratio  quarterly  utilizing an increase and decrease of 200 basis points in
interest rates  simulation  model.  The ALCO recognizes that, in some instances,
this ratio may contradict the "earnings at risk" ratio.

         The  following  table  illustrates  the  simulated  impact of 200 basis
points upward or downward movement in interest rates on net interest income, net
income,  and the change in economic  value  (portfolio  equity).  This  analysis
assumed that  interest-earning  asset and  interest-bearing  liability levels at
June 30, 1999 remained constant.  The impact of the rate movements was developed
by simulating the effect of rates  changing over a twelve-month  period from the
June 30, 1999 levels.

                                       24

<PAGE>

                                                     Rates +200      Rates -200

Earnings at risk:
   Percent change in:
      Net Interest Income                                  0.6%          (5.2)%
      Net Income                                           2.5%         (11.6)%

Economic value at risk:
   Percent change in:
      Economic value of equity                           (25.9)%         (2.6)%
      Economic value of equity as a
      percent of book assets                              (3.1)%         (0.3)%

         Economic  value has the most meaning when viewed  within the context of
risk-based  capital.  Therefore,  the  economic  value  may  change  beyond  the
Company's  policy guideline for a short period of time as long as the risk-based
capital ratio (after  adjusting for the excess equity  exposure) is greater than
10%.

         CAPITAL

         The adequacy of the  Company's  capital is reviewed on an ongoing basis
with regard to size,  composition  and quality of the  Company's  resources.  An
adequate  capital  base is  important  for  continued  growth and  expansion  in
addition to providing an added protection against unexpected losses.

         An important  indicator in the banking  industry is the leverage ratio,
defined as the ratio of common  stockholders'  equity less intangible assets, to
average quarterly assets less intangible  assets. The leverage ratio at June 30,
1999 was 7.67%  compared to 7.72% at December 31, 1998.  For 1999 and 1998,  the
ratios were well above minimum regulatory guidelines.

         As required by the federal banking regulatory  authorities,  guidelines
have been adopted to measure capital  adequacy.  Under the  guidelines,  certain
minimum  ratios are required for core capital and total  capital as a percentage
of  risk-weighted  assets  and  other  off-balance  sheet  instruments.  For the
Company,  Tier I capital consists of common stockholders' equity less intangible
assets,  and Tier II capital includes the allowable portion of the allowance for
possible loan losses, currently limited to 1.25% of risk-weighted assets.

         By regulatory  guidelines,  neither Tier I nor Tier II capital  reflect
the  adjustment  of  SFAS  No.  115,  which  requires  adjustment  in  financial
statements prepared in accordance with generally accepted accounting  principles
by including as a separate  component  of equity,  the amount of net  unrealized
holding  gains or losses on debt and  equity  securities  that are  deemed to be
available-for-sale.






                                       25

<PAGE>

                                                         At June 30, 1999
                                                      (Dollars in thousands)

 Primary capital......................................      $  39,218
 Intangible assets....................................          2,160
                                                           ----------
 Tier I capital.......................................         37,058
 Tier II capital......................................          2,256
                                                           ----------
 Total risk-based capital.............................      $  39,314
                                                            =========

 Total risk-weighted assets...........................       $266,682
 Tier I ratio.........................................         13.90%
 Risk-based capital ratio.............................         14.74%
 Tier I leverage ratio................................          7.67%

         Regulatory  guidelines  require that core capital and total  risk-based
capital must be at least 4.0% and 8.0%, respectively.

         LIQUIDITY AND FUNDS MANAGEMENT

         Liquidity management is to ensure that adequate funds will be available
to meet  anticipated  and  unanticipated  deposit  withdrawals,  debt  servicing
payments,  investment  commitments,  commercial  and  consumer  loan  demand and
ongoing  operating  expenses.  Funding sources include  principal  repayments on
loans and  investments,  sales of assets,  growth in core  deposits,  short- and
long-term  borrowings  and  repurchase  agreements.  Regular loan payments are a
dependable source of funds,  while the sale of loans and investment  securities,
deposit flows,  and loan  prepayments  are  significantly  influenced by general
economic conditions and level of interest rates.

         At June 30, 1999, the Company maintained $13.5 million in cash and cash
equivalents  (including  Federal  funds  sold)  in the form of cash and due from
banks (after  reserve  requirements).  In addition,  the Company had $272,000 of
mortgage  loans  held for resale and  $148.9  million  in AFS  securities.  This
combined total of $162.7 million  represented  33.0% of total assets at June 30,
1999. The Company believes that its liquidity is adequate.

         The Company  considers  its primary  source of liquidity to be its core
deposit base. This funding source has grown steadily over the years and consists
of deposits  from  customers  throughout  the branch  network.  The Company will
continue to promote the acquisition of deposits  through its branch offices.  At
June 30, 1999,  approximately  67.1% of the Company's assets were funded by core
deposits  acquired within its market area. An additional 7.1% of the assets were
funded by the Company's equity.  These two components  provide a substantial and
stable source of funds.

     Net cash  provided by  operating  activities  was $7.7  million for the six
months ended June 30, 1999, as compared to net cash used by operating activities
of $4.7 million for the comparable  period in 1998. This $12.4 million  increase
is primarily  related to a net $7.3  million  decrease in the change in mortgage
loans held for resale.  Net cash used in investing  activities  decreased  $29.9
million  for the six months  ended June 30,  1999,  from $64.3  million to $34.4
million,  which was  primarily  attributable  to the  decrease in  purchases  of
investment securities. Net cash provided by financing activities decreased $32.4
million from 1998. A net increase in FHLB borrowings of $50.7 million during the
six months ended June 30, 1998 was used to fund investment purchases.

                                       26

<PAGE>
        FUTURE OUTLOOK

         In 1995,  interest  rates began moving  steadily  upward as the Federal
Reserve Board tightened its monetary policy. In early 1995,  interest rates rose
and continued  rising  through the middle of the year,  with the national  prime
lending rate peaking at 9.0%.  The national  prime  lending rate fell to 8.5% at
December 31, 1995, falling again to 8.25% in February 1996, where it remained at
December 31, 1996. In March 1997,  the national  prime lending rate increased to
8.5%.  Beginning with  September 1998 through  November 1998, the national prime
lending rate fell in three separate  adjustments to 7.75%.  On July 1, 1999, the
national prime lending rate increased to 8.00%,  based on changes to the Federal
Funds rate by the Federal  Open Market  Committee.  Management  and the Board of
Directors do not have the ability to determine if another rate  adjustment  will
occur;  however,  the  Company  believes  it is very well  prepared  to meet the
challenges  and effects of a changing  interest rate  environment.  Management's
belief is that a significant  impact on earnings depends on its ability to react
to changes in interest rates. Through its ALCO, the Company continually monitors
interest rate sensitivity of its earning assets and interest-bearing liabilities
to minimize any adverse effects on future earnings.  The Company's commitment to
remaining  a  community-based  organization  is strong and the  intention  is to
recognize steady growth in its consumer, mortgage and commercial loan portfolios
while obtaining and maintaining a strong core deposit base.

         The banking and financial services industries are constantly  changing.
The  Company  is not  aware of any  pending  pronouncements  that  would  have a
material impact on the results of operations.

         A normal examination of LA Bank by the Office of the Comptroller of the
Currency  ("OCC") in 1998 resulted in no  significant  findings and no impact is
anticipated on current or future operations.

         LA Bank's  current and future FDIC BIF assessment is expected to be $0;
however, the FICO assessment for 1999 is expected to be approximately $45,000.

         In 1996, LA Bank acquired the real estate and deposit customer lists of
the Milford (Pike County) and Mountainhome (Monroe County) branches of PNC Bank.
These branches  opened in December 1996. In September 1998, LA Bank acquired the
fixed assets and deposits of the  Mountainhome  (Monroe County) branch of Mellon
Bank. The acquired office was consolidated into LA Bank's existing  Mountainhome
branch.  The amortization of the customer lists and deposit premium was $205,000
for 1998 and is expected to be $300,000 for 1999.

     Management  is hopeful  that the newest  additional  banking  offices  will
continue to expand the  Company's  deposit base by  attracting  new  depositors,
while providing quality service to both new and existing customers.  The initial
costs  associated  with the branch  openings,  such as  salaries  and  benefits,
advertising,  overhead expenses and marketing,  will have a short-term  negative
impact on the Company's earnings until the growth in deposits reaches a level to
offset these expenses.  The potential for future earnings growth is positive and
should provide a favorable return for our stockholders.
                                       27

<PAGE>

Year 2000 Compliance; Management Information Systems

         The Board of Directors has established a Year 2000 compliance committee
to address the risks of the critical  internal bank systems that are affected by
date  sensitive  applications,  as well as  external  systems  provided by third
parties. A comprehensive plan was developed detailing the sequence of events and
actions to be taken as the Year 2000 approaches.

         The Year 2000 (Y2K)  Committee  was formed in May 1997.  The  Executive
Vice  President  and Chief  Operating  Officer  was named  liaison to  executive
management.  Co- chairpersons of the committee are Senior Operations Manager and
Deposit  Operations  Manager.  Other  committee  members include MIS Supervisor,
Controller,  Senior  Lending  Officer,  Loan  Review  Officer,  Loan  Operations
Officer,  and Branch  Administration  Officers.  The committee  currently  meets
weekly to discuss the progress of the project.

         An outline was  developed by the Y2K  Committee to manage the phases of
our year 2000  readiness  program.  The outline  addresses the necessary  phases
(identification, renovation, testing, and implementation) necessary to conduct a
detailed review of the Company's readiness.

         A list was  compiled  of all  vendors.  The list  included  information
technology vendors and non-information  technology vendors. The Company does not
utilize any in-house developed  programs.  A letter was sent to vendors early in
the third quarter of 1997 seeking  assurance and testing scripts to ensure their
products are Year 2000 ready.  Each vendor was evaluated and  prioritized  as to
the Company's  reliance on the  application.  The Company's MIS  Department  has
conducted testing on all personal computers and file servers. Those that did not
successfully  roll into the Year  2000 were  replaced.  Unisys  Corporation  was
contracted  to assist and act as a consultant  to the Company with the Year 2000
testing. The Company simulated its entire technology platform into the Year 2000
to conduct transactional testing.

         Lending  officers  have  compiled  a Year 2000  questionnaire  for each
client with a total lending  relationship  of $250,000 or more.  Loan review has
incorporated  into their  evaluations  of the borrower's  credit  worthiness the
question  of the impact that the Year 2000 will have on an  individual  business
and the risk associated with non-compliance  resulting in business disruption. A
Year 2000 legal  addendum has been added to the loan  documentation  for all new
and renewed commercial loans.

         Large depositors have also been personally  contacted and made aware of
the Year 2000 issue and how it may effect them. The Company has also developed a
Year 2000  awareness  brochure  that was inserted  with the  customers'  Company
statements.

         The Year  2000  Committee  has  established  a  timeline  for Year 2000
Readiness. This timeline is updated as actions are completed.

                                       28

<PAGE>
<TABLE>
<CAPTION>


                                                     TIME LINE
                        AWARENESS AND ASSESSMENT RENOVATION, TESTING, IMPLEMENTATION PHASES


<S>     <C>    <C>    <C>

  *2nd Quarter 1997              *3rd Quarter 1997             *4th Quarter 1997            *1st Quarter 1998

- -Y2K Committee was formed.        Compliant letters were      -Vendors were ranked    -Commercial customers with a borrowing
- -Vendor list was compiled.        sent to all vendors.         according to mission    relationship of $250,000 or greater were
- -Terminals were tested.          -Y2K Outline was developed.   critical application.   contacted as to their Y2K status.
                                                                                      -Committee Chairpersons attended Y2K training.
                                                                                      -PC's and proof machines were tested for Y2K
                                                                                       compliance.
                                                                                      -Assessment of all vendors & hardware was
                                                                                       completed.




    *2nd Quarter 1998          *3rd Quarter 1998                *4th Quarter 1998                         1st/2nd Quarter 1999

- -Tested ITI core applications. -All depositors were sent a      -Sought alternate hardware and software  -Implement any new
- -Began renovation of PC's and   letter stating the bank's        vendors for those applications that     hardware and/or software
  routers.                      Y2K status.                      were not Y2K compliant.                 vendors.
- -Prepared contingency plan.    -Continued testing core          -Continued testing core applications     -Continue testing core
                                applications for critical dates. for critical dates.                     applications for critical
                               -Commercial customers with a     -Partnered with Unisys Corp. to          dates.
                                borrowing relationship between   conduct Y2K testing. The Bank's         -Complete renovations.
                                $150,000 to $250,000, and        technology platform was aged into       -Test non mission critical
                                any others heavily reliant on    the Year 2000 and transactional         equipment with date
                                technology were assessed         testing was conducted.                  sensitive operating
                               for Y2K status.                                                           controls or calendar
                                                                                                         functions.

*Denotes completion
</TABLE>





                                       29

<PAGE>
<TABLE>
<CAPTION>

                                YEAR 2000 BUDGET


In  accordance  with the Office of the  Comptroller  of the  Currency  Year 2000
advisory  letters,  the Y2K  Committee  has  prepared  a budget of  current  and
anticipated expenditures. The following is a breakdown as of January 1, 1999:
<S>                               <C>                                                <C>

         Vendor                          Description                                   Amount

Unisys Corporation               Y2K analysis, ITI, Wide Area Network,
                                 and Clear Path testing                              $  69,959

Retec Corporation                ATM memory, processor and software upgrade             23,350

Barefoot Technology              Y2K test server setup and server                        2,130

Compliance Technology Systems    Wire Transfer Control System                            1,500

Information Technology, Inc.     Year 2000 ITI Training Seminar                          1,473

Sheshunoff Information Services  Year 2000 Planning & Consulting Manual                    392

MK Business Machines, Inc.       ATM NCR 7760 year wheel upgrade                           265

Amerigo Inc.                     Purchase new PC's to replace non Y2K
                                  compliant PC's                                        12,250

Infinity Technology Group        Assist with upgrading PC's                              3,840

Mortgage Banker Assoc.           Freddie Mac Delinquency and Investor Reporting          1,750

**Unisys Corporation/            Change non Y2K check processing software
     Information Technology Inc.     and check sorter equipment                        246,163

Mellon Network Services          ATM Y2K Testing                                         2,750

                                                              TOTAL                   $365,822


</TABLE>

**The  purchase  of the  check  sorter  equipment  was a Y2K  issue  as  well as
improving the  efficiency of the Bank's overall  operations.  The existing check
processing  software and equipment  could have been upgraded to be Y2K compliant
for approximately $80,000.

                                       30

<PAGE>

         The core business processes that the Year 2000 Committee has identified
are  Information   Technology   Incorporated,   Bankers  Systems   Incorporated,
Attachmate  Incorporated,  Unisys  Corporation,  NCR, Novell  Incorporated,  and
Leasetek  Incorporated.  The Company is very  optimistic  that by conducting the
necessary tests there will not be any
interruption of services.

         The process that is most  heavily  relied upon in the  Company's  daily
operations is Information  Technology  Incorporated.  Without this process,  the
Company would not function  adequately.  The Year 2000  Committee has identified
this as a high-risk process and has developed a very intensive testing schedule.
The Company has already conducted detailed testing of this process and currently
has generated a schedule that will continue throughout the Year 1999. All system
renovations have been completed and fully implemented.

         The Company has developed a written contingency plan to handle the most
reasonably likely worst case scenarios. The plan addresses alternate vendors for
these mission critical  applications,  a timeline for implementation and action,
circumstances  and trigger  dates,  and core  business  processes  that pose the
greatest  amount of risk to the Company.  The Y2K Committee  will be responsible
for  updating  the  contingency  plan,  reporting  progress  and  implementating
changes.  The  contingency  plan will be modified to reflect any changes at that
time.  However,  no  assurance  can be made that the  systems of others that the
Company  relies upon will be converted on a timely basis,  or that their failure
to be compliant would not have an adverse effect on the Company.  Therefore, the
Company cannot currently quantify the potential financial impact of a worst case
scenario created by Y2K failures.

         In October 1997, the Company  purchased and installed an upgrade to its
current  bank  operating  systems  to improve  efficiencies  of  operations  and
position itself for future growth.  The cost of the new system was approximately
$775,000.  Testing has demonstrated  that the new hardware and software are Year
2000 compliant.

         FACTORS THAT MAY AFFECT FUTURE RESULTS

General

         Banking is affected,  directly and indirectly,  by local,  domestic and
international economic and political conditions,  and by government monetary and
fiscal policies. Conditions such as inflation, recession, unemployment, volatile
interest rates, tight money supply, real estate values,  international conflicts
and other  factors  beyond the control of the Company may  adversely  affect the
future results of operations of the Company.  Management does not expect any one
particular  factor to affect results of operations.  A downward trend in several
areas, however, including real estate, construction and consumer spending, could
have an  adverse  impact  on the  Company's  ability  to  maintain  or  increase
profitability. Therefore, there is no assurance that the Company will be able to
continue its current rate of profitability and growth. See "Business - Allowance
For Possible Credit Losses."




                                       31

<PAGE>



Interest Rates

         The Company's  earnings  depend,  to a large extent,  upon net interest
income,  which is primarily  influenced by the relationship  between its cost of
funds  (deposits and borrowings)  and the yield on its  interest-earning  assets
(loans and investments). This relationship, known as the net interest spread, is
subject to fluctuate  and is affected by  regulatory,  economic and  competitive
factors  which  influence   interest  rates,   the  volume,   rate  and  mix  of
interest-earning  assets  and  interest-bearing  liabilities,  and the  level of
nonperforming  assets.  As part of its interest rate risk  management  strategy,
management  seeks to control its  exposure to interest  rate changes by managing
the  maturity  and  repricing  characteristics  of  interest-earning  assets and
interest-bearing liabilities. Through its asset/liability committee, the Company
continually  monitors  interest  rate  sensitivity  of its  earning  assets  and
interest-bearing liabilities to minimize any adverse effects on future earnings.

         As  of  June  30,  1999,  total  interest-earning  assets  maturing  or
repricing  within  one year were less than  total  interest-bearing  liabilities
maturing  or  repricing  in the same  period  by $8.8  million,  representing  a
cumulative  one-year  interest  rate  sensitivity  gap as a percentage  of total
assets  of  negative  1.79%.  This  condition  suggests  that  the  yield on the
Company's  interest-earning  assets should adjust to changes in market  interest
rates  at a  slower  rate  than  the  cost  of  the  Company's  interest-bearing
liabilities.  Consequently,  the  Company's net interest  income could  decrease
during periods of rising interest rates. See "Interest Rate Risk Management."

Adequacy of Allowance for Possible Credit Losses

         In  originating  loans,  there is a likelihood  that some credit losses
will occur. This risk of loss varies with, among other things,  general economic
conditions, the type of loan being made, the creditworthiness and debt servicing
capacity  of the  borrower  over  the  term of the  loan  and,  in the case of a
collateralized  loan, the value and marketability of the collateral securing the
loan.  Management  maintains an allowance  for possible  credit losses based on,
among other things, historical loan loss experience, known inherent risks in the
loan portfolio,  adverse  situations  that may affect the borrower's  ability to
repay,  the estimated  value of any  underlying  collateral and an evaluation of
current economic conditions. Management believes that the allowance for possible
credit losses is adequate.  There can be no assurance that  nonperforming  loans
will not increase in the future.

Effects of Inflation

         The majority of assets and  liabilities of a financial  institution are
monetary in nature. Therefore, a financial institution differs greatly from most
commercial and industrial  companies that have significant  investments in fixed
assets or inventories.  Management  believes that the most significant impact of
inflation on financial  results is the Company's  ability to react to changes in
interest  rates.  As discussed  previously,  management  attempts to maintain an
essentially balanced position between rate sensitive assets and liabilities over
a one year time  horizon  in order to protect  net  interest  income  from being
affected by wide interest rate fluctuations.


                                       32

<PAGE>

         NEW FINANCIAL ACCOUNTING STANDARDS

Reporting Comprehensive Income

         In  June  1997,   the  FASB  issued   Statement  No.  130,   "Reporting
Comprehensive  Income." This Statement  establishes  standards for the reporting
and  display  of  comprehensive  income  and  its  components  in a full  set of
general-purpose financial statements.  Statement No. 130 requires that all items
that are required to be  recognized as  components  of  comprehensive  income be
reported in a financial  statement that is displayed with the same prominence as
other  financial  statements.  This Statement does not require a specific format
for that financial statement,  but requires that an enterprise display an amount
representing  total  comprehensive  income  for the  period  in  that  financial
statement.  Statement  No. 130 is  effective  for fiscal years  beginning  after
December  15, 1997.  The impact of this  Statement on the Company was to require
additional disclosures in the Company's financial statements.

Operating Segment Disclosure

         In June 1997,  the FASB issued  Statement No. 131,  "Disclosures  About
Segments  of  an  Enterprise  and  Related   Information."   Statement  No.  131
establishes  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports issued to shareholders.  It also establishes standards
for related disclosures about products and services,  geographic areas and major
customers.  Statement No. 131 is effective for periods  beginning after December
15,  1997.  The impact,  if any, of this  Statement  on the Company  would be to
require additional disclosures in the Company's financial statements.  There was
no impact on the Company's financial statements in 1999 or 1998.

Accounting for Derivative Instruments and Hedging Activities

         FASB No. 133, issued in June 1998, establishes accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other  contracts,  and for hedging  activities.  It requires that an
entity  recognize  all  derivatives  as  either  assets  or  liabilities  in the
statement of financial  position and measure those instruments at fair value. In
connection  with the  implementation  of FASB No. 133,  the Company may transfer
debt  securities  classified  as  held-to-maturities  to the  available-for-sale
category. Such a transfer will not call into question the Company's intention to
hold other debt to maturity in the future. The impact on the Company's financial
position and results of operations  will be dependent upon the future volume (if
any) of  acquisitions  of derivative  instruments  and hedging  activities.  The
Company  adopted FASB No. 133 in 1999.  The Company  transferred  $71,137,000 of
debt  securities  classified  as  held-to-maturity  to  the   available-for-sale
category.  Certain of these debt  securities were  subsequently  sold at a total
gain of $183,000. Since both the adoption of SFAS No. 133 and subsequent sale of
these securities were within the same reporting period,  the gain is reported as
a cumulative  effect of change in  accounting  principle,  net of tax. Any other
impact on the Company's  financial  position and results of  operations  will be
dependent  upon  the  future  volume  (if  any) of  acquisitions  of  derivative
instruments and hedging activities.

                                       33

<PAGE>

Accounting for  Mortgage-Backed  Securities after the Securitization of Mortgage
Loans Held for Sale by a Mortgage Banking Enterprise

     Statement of  Financial  Accounting  Standards  No. 134 amends FASB No. 65,
Accounting for Certain Mortgage Banking Activities.  The amendment provides that
after  the  securitization  of a  mortgage  loan  held for  sale,  any  retained
mortgage-backed securities shall be classified in accordance with the provisions
of FASB No. 115. However, a mortgage banking enterprise must classify as trading
any retained mortgage-backed securities that it commits to sell before or during
the  securitization  process.  The adoption of Statement  No. 134 in 1998 had no
impact on the Company for 1999 or 1998.

Part II - Other Information
Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits required by item 601 of Regulation S-K

         Exhibit Number           Description of Exhibit
              2                          None
              3(i)                       None
              3(ii)                      None
              4                          None
              10                         None
              11                         None
              15                         None
              18                         None
              19                         None
              22                         None
              23                         None
              24                         None
              27                         Financial Data Schedule
              99                         None

         (b) Reports on Form 8-K





                                       34

<PAGE>


                                   SIGNATURES


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


     LAKE ARIEL BANCORP, INC.



Date:  August 2, 1999                      By ________________________________
                                                      John G. Martines
                                                    CHIEF EXECUTIVE OFFICER


                                              --------------------------------
                                                    Joseph J. Earyes, CPA
                                                     VICE PRESIDENT and
                                                         TREASURER

                                       35

<TABLE> <S> <C>


<ARTICLE>                                            9
<CIK>               0000723878
<NAME>              LAKE ARIEL BANCORP, INC.     FORM 10-Q

<S>                        <C>
<PERIOD-TYPE>                    6-Mos
<FISCAL-YEAR-END>                DEC-31-1999
<PERIOD-START>                   JAN-1-1999
<PERIOD-END>                     JUN-30-1999
<CASH>                            12,432
<INT-BEARING-DEPOSITS>             1,075
<FED-FUNDS-SOLD>                       0
<TRADING-ASSETS>                       0
<INVESTMENTS-HELD-FOR-SALE>      148,950
<INVESTMENTS-CARRYING>            47,959
<INVESTMENTS-MARKET>              45,901
<LOANS>                          245,359
<ALLOWANCE>                        2,350
<TOTAL-ASSETS>                   492,894
<DEPOSITS>                       330,610
<SHORT-TERM>                       8,724
<LIABILITIES-OTHER>                4,514
<LONG-TERM>                      113,967
                  0
                            0
<COMMON>                           1,019
<OTHER-SE>                        34,060
<TOTAL-LIABILITIES-AND-EQUITY>   492,894
<INTEREST-LOAN>                    9,467
<INTEREST-INVEST>                  5,822
<INTEREST-OTHER>                     123
<INTEREST-TOTAL>                  15,412
<INTEREST-DEPOSIT>                 5,441
<INTEREST-EXPENSE>                 3,341
<INTEREST-INCOME-NET>              6,630
<LOAN-LOSSES>                        400
<SECURITIES-GAINS>                    23
<EXPENSE-OTHER>                    1,635
<INCOME-PRETAX>                    1,815
<INCOME-PRE-EXTRAORDINARY>         1,815
<EXTRAORDINARY>                        0
<CHANGES>                            138
<NET-INCOME>                       1,953
<EPS-BASIC>                       0.20
<EPS-DILUTED>                       0.20
<YIELD-ACTUAL>                         0
<LOANS-NON>                        2,194
<LOANS-PAST>                         346
<LOANS-TROUBLED>                   2,540
<LOANS-PROBLEM>                    1,800
<ALLOWANCE-OPEN>                   2,360
<CHARGE-OFFS>                        460
<RECOVERIES>                          50
<ALLOWANCE-CLOSE>                  2,350
<ALLOWANCE-DOMESTIC>               2,350
<ALLOWANCE-FOREIGN>                    0
<ALLOWANCE-UNALLOCATED>            2,350



</TABLE>


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