1
  

                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM 10-Q

(Mark One)

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


FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996


                                       OR

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

For the transition period from              to 
                               ------------    -------------

                         COMMISSION FILE NUMBER 0-22608


                               FFLC BANCORP, INC.
                               ------------------  
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


        Delaware                                                59-3204891
- - ----------------------------                                --------------------
(STATE OR OTHER JURISDICTION                                  (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)



800 North Boulevard West, Post Office Box 490420, Leesburg, Florida   34749-0420
- - -------------------------------------------------------------------   ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)



REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (352) 787-3311
                                                    --------------

- - --------------------------------------------------------------------------------
   FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                    REPORT.


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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


  Indicate the number of shares  outstanding of each of the issuer's  classes of
common stock, as of the latest practicable date:


Common stock, par value $.01 per share       2,638,356 shares outstanding at
- - --------------------------------------       -------------------------------
                                             at April 23, 1996
                                             -----------------

                                                                  CONFORMED COPY



 2



                               FFLC BANCORP, INC.

                                      INDEX


PART I. FINANCIAL INFORMATION

  ITEM 1. FINANCIAL STATEMENTS                                            PAGE
                                                                          ----

   Condensed Consolidated Balance Sheets -
     March 31, 1996 (unaudited) and December 31, 1995........................2

   Condensed Consolidated Statements of Income -
     Three months ended March 31, 1996 and 1995 (unaudited)..................3

   Condensed Consolidated Statement of Stockholders' Equity -
     For the Three-Month Period Ended March 31, 1996 (unaudited).............4

   Condensed Consolidated Statements of Cash Flows -
     Three months ended March 31, 1996 and 1995 (unaudited)................5-6

   Notes to Condensed Consolidated Financial Statements (unaudited)........7-9

  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
   AND RESULTS OF OPERATIONS.............................................10-15

PART II. OTHER INFORMATION

  ITEM 1.  LEGAL PROCEEDINGS................................................16

  ITEM 2.  CHANGES IN SECURITIES............................................16

  ITEM 3.  DEFAULT UPON SENIOR SECURITIES...................................16

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............16

  ITEM 5.  OTHER INFORMATION................................................16

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.................................16

SIGNATURES..................................................................17



                                        1


 3






                                                  FFLC BANCORP, INC.

                                             PART I. FINANCIAL INFORMATION

                                             ITEM 1. FINANCIAL STATEMENTS

                                         CONDENSED CONSOLIDATED BALANCE SHEETS
                                      ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                                                                       MARCH 31,     DECEMBER 31,
                                                                                       ---------     ------------
                                                                                        1996             1995
                                                                                        ----             ----
            ASSETS                                                                   (UNAUDITED)
                                                                                                        

Cash and due from banks                                                                $   4,186            5,005
Interest-bearing deposits                                                                 12,051            8,924
                                                                                         -------          -------
            Cash and cash equivalents                                                     16,237           13,929
                                                                                         -------          -------
Investment securities held-to-maturity, at cost-
    SBA-guaranteed securities (market value of $3,422
        in 1996 and $3,472 in 1995)                                                        3,385            3,441
                                                                                         -------          -------
Investment securities available-for-sale, at market:
    Investment in mutual funds                                                             8,962            8,900
    U.S. Government and agency securities                                                 13,896           11,392
    Other investment securities                                                            1,846            1,532
                                                                                         -------          -------
            Investment securities available-for-sale                                      24,704           21,824
                                                                                         -------          -------
Mortgage-backed and related securities:
    Securities held-to-maturity, at cost (market value of $67,039
        in 1996 and $75,257 in 1995)                                                      66,826           74,925
    Securities available-for-sale, at market                                              18,470           18,958
                                                                                         -------          -------
            Mortgage-backed and related securities                                        85,296           93,883
                                                                                         -------          -------
Loans receivable, net                                                                    191,233          183,448
Accrued interest receivable:
    Investment securities                                                                    493              643
    Mortgage-backed securities                                                               281              291
    Loans receivable                                                                       1,104            1,012
Real estate acquired by foreclosure                                                          150              165
Real estate held for development                                                             122              122
Premises and equipment, net                                                                5,137            4,817
Federal Home Loan Bank stock, at cost                                                      1,939            1,928
Other assets                                                                                 433              329
                                                                                         -------          -------
            Total                                                                      $ 330,514          325,832
                                                                                         =======          =======
            LIABILITIES AND STOCKHOLDERS' EQUITY

Deposit accounts                                                                         271,028          267,703
Advances from Federal Home Loan Bank                                                         150              150
Advance payments by borrowers for taxes and insurance                                        230              100
Deferred income taxes                                                                      1,077            1,105
Accrued expenses and other liabilities                                                     1,933            1,414
                                                                                         -------          -------
            Total liabilities                                                            274,418          270,472
                                                                                         -------          -------
Stockholders' Equity:
    Preferred stock                                                                          -                -
    Common stock                                                                              28               28
    Additional paid-in-capital                                                            27,112           27,041
    Retained income, substantially restricted                                             33,316           32,704
    Unrealized loss on securities available-for-sale                                        (212)             (94)
    Treasury stock, at cost (132,044 shares at March 31, 1996
        and December 31, 1995)                                                            (2,373)          (2,373)
    Stock held by Incentive Plan Trusts                                                   (1,775)          (1,946)
                                                                                         -------          -------
            Total stockholders' equity                                                    56,096           55,360
                                                                                         -------          -------
            Total                                                                      $ 330,514          325,832
                                                                                         =======          =======

See accompanying Notes to Condensed Consolidated Financial Statements.



                                                           2

 4





                               FFLC BANCORP, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                      FOR THE THREE MONTHS
                                                                          ENDED MARCH 31,
                                                                      --------------------
                                                                       1996         1995
                                                                       ----         ----
                                                                          (UNAUDITED)
                                                                             

Interest income:
   Interest on loans receivable                                     $     3,941       3,181
   Interest on mortgage-backed securities                                 1,418       1,673
   Interest and dividends on investment securities and time
      deposits                                                              587         517
                                                                      ---------   ---------
        Total interest income                                             5,946       5,371
                                                                      ---------   ---------
Interest expense:
   Deposit accounts                                                       3,213       2,676
   Borrowed funds                                                             2          32
                                                                      ---------   ---------
        Total interest expense                                            3,215       2,708
                                                                      ---------   ---------
        Net interest income                                               2,731       2,663

Provision for loan losses                                                    14          30
                                                                      ---------   ---------
        Net interest income after provision
           for loan losses                                                2,717       2,633
                                                                      ---------   ---------
Noninterest income:
   Deposit account fees                                                     111         117
   Other service charges and fees                                            63          26
   Other                                                                      8          14
                                                                      ---------   ---------
        Total noninterest income                                            182         157
                                                                      ---------   ---------
Noninterest expense:
   Compensation and benefits                                                883         761
   Occupancy and equipment                                                  195         133
   Federal deposit insurance premiums                                       152         143
   Advertising and promotion                                                 21          31
   Data processing expense                                                   94          76
   Professional services                                                     59          61
   Other                                                                    159         159
                                                                      ---------   ---------
        Total noninterest expense                                         1,563       1,364
                                                                      ---------   ---------
Income before provision for income taxes                                  1,336       1,426

Provision for income taxes                                                  525         534
                                                                      ---------   ---------
Net income                                                          $       811         892
                                                                      =========   =========
Earnings per share                                                  $       .31         .33
                                                                      =========   =========
Dividends per share                                                 $       .08         .06
                                                                      =========   =========
Weighted average number of shares outstanding                         2,595,488   2,671,553
                                                                      =========   =========





See accompanying Notes to Condensed Consolidated Financial Statements.



                                                       3

 5





                                         FFLC BANCORP, INC.

                    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                          FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 1996
                                          ($ IN THOUSANDS)


                                                                             UNREALIZED                      STOCK
                                                               RETAINED       LOSS ON                       HELD BY
                                                 ADDITIONAL     INCOME,      SECURITIES                    INCENTIVE         TOTAL
                                       COMMON      PAID-IN   SUBSTANTIALLY   AVAILABLE-       TREASURY       PLAN      STOCKHOLDERS'
                                       STOCK       CAPITAL     RESTRICTED     FOR-SALE         STOCK        TRUSTS          EQUITY
                                      -------     ---------  -------------   ----------      ---------    ----------        ------
                                                                                                        

Balance at December 31,
     1995                             $ 28         27,041        32,704          (94)          (2,373)      (1,946)         55,360

Proceeds from 1,000 shares
     of common stock issued
     under the employee stock
     option plans (unaudited)           -              10            -            -               -            -                10

Net income (unaudited)                  -             -             811           -               -            -               811

Dividends (unaudited)                   -             -            (199)          -               -            -              (199)

Shares committed to
     participants in
     incentive plans
     (unaudited)                        -              61            -            -               -           171              232

Change in unrealized
     losses on securities
     available-for-sale,
     net of income
     taxes of $71
     (unaudited)                        -             -              -          (118)             -            -              (118)
                                       ---         ------       -------          ---            -----        -----          ------

Balance at March 31, 1996
     (unaudited)                      $ 28         27,112        33,316         (212)          (2,373)      (1,775)         56,096
                                       ===         ======        ======          ===            =====        =====          ======







See accompanying Notes to Condensed Consolidated Financial Statements.




                                                           4

 6





                                             FFLC BANCORP, INC.

                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              ($ IN THOUSANDS)

                                                                                     FOR THE THREE MONTHS
                                                                                       ENDED MARCH 31,
                                                                                       1996         1995
                                                                                       ----         ----
                                                                                         (UNAUDITED)
                                                                                            

Cash flows from operating activities:
    Net income                                                                       $    811         892
    Adjustments to reconcile net income
        to net cash provided by operations:
            Provision for loan losses                                                      14          30
            Depreciation                                                                   81          19
            Stock committed to incentive plan participants                                232         219
            Amortization of premiums or discounts
                on investment and mortgage-backed securities                              (38)         (3)
            Accretion of deferred loan fees and unearned income                            (6)        (42)
            Deferral of net loan fees collected                                            35           7
            Loss on sale of real estate owned                                               2           1
            Dividends on FHLB stock                                                       (11)         -
            Decrease in accrued interest receivable                                        68          70
            Increase in other assets                                                     (104)       (135)
            Provision (credit) for deferred income taxes                                   43         (53)
            Increase (decrease) in accrued expenses and other liabilities                 519         (52)
                                                                                       ------       -----
                    Net cash provided by operating activities                           1,646         953
                                                                                       ------       -----
Cash flows from investing activities:
    Purchase of mortgage-backed securities available-for-sale                            (731)         -
    Principal repayments on mortgage-backed securities
        held-to-maturity                                                                8,129       4,996
    Principal repayments on mortgage-backed securities
        available-for-sale                                                              1,092         525
    Purchase of investment securities available-for-sale                               (5,789)       (132)
    Proceeds from maturities of investment securities held-to-maturity                     56          40
    Proceeds from maturities of investment securities available-for-sale 
    Loan disbursements                                                                (18,861)    (11,567)
    Principal repayments on loans                                                      11,035       4,044
    Purchase of premises and equipment, net                                              (401)       (480)
    Proceeds from sales of real estate owned                                               13          53
                                                                                       ------      ------
                    Net cash used in investing activities                              (2,604)     (1,631)
                                                                                       ------      ------


                                                                                              (continued)




                                          5

 7





                                         FFLC BANCORP, INC.

                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                          ($ IN THOUSANDS)
                                                                                            FOR THE THREE MONTHS
                                                                                               ENDED MARCH 31,
                                                                                            --------------------
                                                                                                1996      1995
                                                                                                ----      ----
                                                                                                  (UNAUDITED)
                                                                                                       
Cash flows from financing activities:
    Stock options exercised                                                                        10         -
    Cash dividends paid                                                                          (199)       (152)
    Purchase of treasury stock                                                                     -         (177)
    Net increase in deposit accounts                                                            3,325       1,480
    Repayment of securities sold under agreements to repurchase                                    -       (3,000)
    Increase in advance payments by borrowers for taxes and insurance                             130         138
                                                                                               ------      ------
                Net cash provided by (used in)
                    financing activities                                                        3,266      (1,711)
                                                                                               ------      ------
Net increase (decrease) in cash and cash equivalents                                            2,308      (2,389)

Cash and cash equivalents, beginning of period                                                 13,929      10,255
                                                                                               ------      ------
Cash and cash equivalents, end of period                                                     $ 16,237       7,866
                                                                                               ======      ======
Supplemental disclosures of cash flow information
    Cash paid during the period for:
        Interest                                                                             $  3,145       2,652
                                                                                               ======      ======
        Income taxes                                                                         $    125          33
                                                                                               ======      ======
    Noncash investing and financing activities:

        Transfer from loans to real estate owned                                             $    -           262
                                                                                               ======      ======
        Loans originated on sales of real estate owned                                       $    -            89
                                                                                               ======      ======
        Loans funded by and sold to correspondent                                            $  1,218         284
                                                                                               ======      ======
        (Increase) decrease in equity valuation allowance for
            market value of investment and mortgage-backed
            securities available-for-sale                                                    $   (118)        350
                                                                                               ======      ======





See accompanying Notes to Condensed Consolidated Financial Statements.



                                           6


 8



                               FFLC BANCORP, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.    BASIS OF PRESENTATION.  In the opinion of the management of FFLC Bancorp, 
       Inc.,   the  accompanying  condensed  consolidated  financial  statements
       contain  all  adjustments   (consisting  of  normal  recurring  accruals)
       necessary to present fairly the financial position at March 31, 1996  and
       the  results  of  operations  and  cash flows for the three-month periods
       ended March 31, 1996 and 1995.   The results of operations and other data
       for  the  three-month  period  ended  March 31, 1996, are not necessarily
       indicative  of  results  that  may be expected for the entire year ending
       December 31, 1996.

       The condensed consolidated financial  statements include  the accounts of
       FFLC   Bancorp,  Inc. (the  "Holding   Company")  and  its   wholly-owned
       subsidiary,  First  Federal  Savings Bank  of  Lake County  (the "Savings
       Bank") (together,  the "Company").  All significant intercompany accounts
       and transactions have been eliminated in consolidation.

2.    LOAN  IMPAIRMENT  AND  LOAN  LOSSES.  On  January  1,  1995,  the  Company
       adopted  Statements  of Financial  Accounting  Standards No. 114 and 118.
       These  Statements  address the  accounting by creditors for impairment of
       certain loans. The Statements  generally  require the Company to identify
       loans for which the Company  probably will not receive full  repayment of
       principal and interest,  as impaired loans.  The Statements  require that
       impaired  loans be valued at the present  value of  expected  future cash
       flows,  discounted  at the  loan's  effective  interest  rate,  or at the
       observable  market price of the loan, or the fair value of the underlying
       collateral  if  the  loan  is  collateral  dependent.   The  Company  has
       implemented  the  Statements  by modifying  its  quarterly  review of the
       adequacy  of the  allowance  for loan losses to also  identify  and value
       impaired loans in accordance with guidance in the Statements. As a result
       of the  Company's  review  as of  March  31,  1996,  no loans  have  been
       identified as impaired.  The adoption of the  Statements did not have any
       effect on the results of operations  for the three months ended March 31,
       1995.

       The  activity  in  the  allowance  for  loan  losses  is  as  follows (in
       thousands):





                                                                FOR THE THREE
                                                                 MONTHS ENDED
                                                                   MARCH 31,
                                                                -------------
                                                                1996     1995
                                                                ----     ----
                                                                 (UNAUDITED)

                                                                      
      Balance, beginning of period                              $ 977      869
      Provision charged to earnings                                14       30
      Charge-offs                                                  (3)       -
                                                                 ----      ---

      Balance, end of period                                    $ 988      899
                                                                  ===      ===







                                        7

 9



                               FFLC BANCORP, INC.

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

3. IMPACT OF NEW ACCOUNTING ISSUES.  On  January  1, 1996,  the Company  adopted
    Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting  for
    Stock-Based  Compensation"  ("SFAS No.  123"),  which  establishes financial
    accounting  and  reporting  standards  for stock-based employee compensation
    plans.   The  Statement   requires  certain  disclosures  about  stock-based
    compensation  arrangements,  regardless  of  the  method used to account for
    them, and  defines  a fair value based  method of accounting for an employee
    stock option  or  similar  equity  instrument and encourages all entities to
    adopt that method of accounting for all of their employee stock compensation
    plans.  However,  SFAS No. 123 also allows an entity to continue to  measure
    compensation  cost  for  stock-based  compensation plans using the intrinsic
    value method of  accounting  prescribed  by  APB Opinion No. 25, "Accounting
    for Stock Issued to Employees."   Entities  electing  to  continue using the
    accounting  method in  APB Opinion No. 25 must make pro forma disclosures of
    net income and earnings  per share as if the fair value method of accounting
    defined in SFAS  No. 123  had  been applied.  Under the fair  value  method,
    compensation  cost  is  measured at the grant date based on the value of the
    award  and  is  recognized  over  the  service  period, which is usually the
    vesting period.  Under the intrinsic value method, compensation  cost is the
    excess, if any, of the quoted market price of the  stock  at  grant  date or
    other measurement  date over the amount an employee must pay to acquire the 
    stock.  The  Company  elected  to continue to utilize  the  intrinsic  value
    method  of  accounting  defined in APB Opinion No. 25,  and accordingly, the
    adoption  of SFAS No. 123 had no effect on the Company's financial position 
    at March 31, 1996  or results of operations for the three months then ended.
    The  pro  forma  disclosures required under SFAS No. 123, for stock options 
    granted during 1995 and thereafter,  are not required for interim condensed 
    financial statements.


                                        8

 10



                               FFLC BANCORP, INC.

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

4. PER SHARE AMOUNTS.  Earnings per share of common stock has been determined by
    dividing net income for the period by the weighted average number of shares
    outstanding.  Shares of common stock purchased by the ESOP and RRP incentive
    plans  are  only  considered  outstanding  when  the shares are released for
    allocation to  participants.  Stock  options are  regarded  as common  stock
    equivalents and are  therefore  considered in both primary and fully diluted
    earnings per share calculations. Common stock equivalents are computed using
    the treasury stock method.  The following table presents the  calculation of
    earnings per share:




                                                                                     THREE MONTHS ENDED
                                                                                          MARCH 31,
                                                                                   ----------------------
                                                                                     1996           1995
                                                                                     ----           ----

                                                                                               
      Net income                                                                   $   810,644     892,415
                                                                                     =========   =========
      Weighted average common shares outstanding                                     2,639,284   2,755,593
      Less:  ESOP and RRP Plan shares not committed to be released                    (160,909)   (188,653)
                                                                                     ---------   ---------
      Weighted average common shares outstanding for
        calculation of earnings per share                                            2,478,375   2,566,940
      Common stock equivalents due to dilutive effect of stock options                 117,113     104,613
                                                                                     ---------   ---------
      Total weighted average common shares and equivalents
        outstanding for primary earnings per share computation                       2,595,488   2,671,553

      Primary earnings per share                                                   $       .31         .33
                                                                                     =========   =========
      Total weighted average common shares and equivalents
        outstanding for primary earnings per share computation                       2,595,488   2,671,553

      Additional  dilutive  shares using the higher of the end of period  market
        value versus average market value for the period  utilizing the treasury
        stock method regarding stock options                                               -           -
                                                                                     ---------   ---------
      Total weighted average common shares and equivalents
        outstanding for fully diluted earnings per share computation                 2,595,488   2,671,553

      Fully diluted earnings per share                                             $       .31         .33
                                                                                     =========   =========











                                        9

 11



                               FFLC BANCORP, INC.

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

GENERAL
   FFLC Bancorp,  Inc. (the "Holding Company") was formed as the holding company
   for  First  Federal  Savings  Bank of Lake  County  (the  "Savings  Bank") in
   connection  with the Savings  Bank's  conversion  from a federally  chartered
   mutual savings and loan  association to a federally  chartered  stock savings
   bank on January 4, 1994. The Company's consolidated results of operations are
   primarily those of the Savings Bank.

   The Savings  Bank's  principal  business  continues to be  attracting  retail
   deposits from the general public and investing those deposits,  together with
   principal  repayments  on loans  and  investments  and funds  generated  from
   operations,   primarily  in  mortgage  loans  secured  by  one-to-four-family
   owner-occupied  homes,  mortgage-backed  securities  and, to a lesser extent,
   construction  loans,  consumer and other loans, and multi-family  residential
   mortgage loans. In addition,  the Savings Bank holds investments permitted by
   federal  laws  and  regulations  including  securities  issued  by  the  U.S.
   Government  and agencies  thereof.  The Savings  Bank's  revenues are derived
   principally from interest on its mortgage loan and mortgage-backed securities
   portfolios  and interest  and  dividends on its  investment  securities.  The
   Savings  Bank is a member of the FHLB system and its  deposits are insured to
   the applicable limits by the Savings  Association  Insurance Fund ("SAIF") of
   the Federal Deposit Insurance  Corporation (the "FDIC").  The Savings Bank is
   subject to regulation by the Office of Thrift  Supervision (the "OTS") as its
   chartering agency, and the FDIC as its deposit insurer.

   The Savings Bank has 8  full-service  locations in Lake and Sumter  Counties,
   Florida.

   The Savings  Bank's  results of  operations  are  dependent  primarily on net
   interest income,  which is the difference  between the interest income earned
   primarily  on  its  loans  and  investment  and  mortgage-backed   securities
   portfolios,  and its cost of funds,  consisting  of the interest  paid on its
   deposits  and  borrowings.  The  Savings  Bank's  operating  results are also
   affected,  to a lesser  extent,  by fee  income and by gains or losses on the
   sale of loans, investment and mortgage-backed  securities  available-for-sale
   and  real  estate  owned.  The  Savings  Bank's  operating  expenses  consist
   primarily  of  employee  compensation,  occupancy  expenses,  FDIC  insurance
   premiums and other general and  administrative  expenses.  The Savings Bank's
   results of operations are also significantly affected by general economic and
   competitive  conditions,  particularly  changes  in  market  interest  rates,
   government policies, and actions of regulatory authorities.












                                       10

 12



                                 FFLC BANCORP, INC.


LIQUIDITY AND CAPITAL RESOURCES
    The  Company's  most liquid  assets are cash,  amounts  due from  depository
    institutions and interest-bearing  deposits.  The levels of these assets are
    dependent  on the  Company's  lending,  investing,  operating,  and  deposit
    activities  during any given period.  At March 31, 1996,  cash,  amounts due
    from depository  institutions and interest-earning  deposits,  totaled $16.2
    million.

    The  Savings  Bank is  required  to  maintain  an average  daily  balance of
    specified  liquid  assets  equal to a  monthly  average  of not less  than a
    specified   percentage  of  its  net  withdrawable   deposit  accounts  plus
    short-term borrowings. This liquidity requirement is currently 5% but may be
    changed from time to time by the OTS to any amount within the range of 4% to
    10%  depending  upon  economic  conditions  and the savings  flows of member
    institutions.  OTS regulations also require each member savings  institution
    to  maintain  an average  daily  balance of  short-term  liquid  assets at a
    specified  percentage  (currently  1%) of the total of its net  withdrawable
    deposit  accounts  and  borrowings  payable  in one year or  less.  Monetary
    penalties may be imposed for failure to meet these  liquidity  requirements.
    The Savings Bank's  liquidity and short-term  liquidity ratios for March 31,
    1996 were 14.5% and 8.1%, respectively, which exceeded the requirements. The
    Savings  Bank has never been  subject to monetary  penalties  for failure to
    meet its liquidity requirements.

    The Savings  Bank's  sources of funds include  payments and  prepayments  on
    mortgage loans and mortgage-backed  securities,  proceeds from maturities of
    investment securities,  and increases in deposit accounts.  While maturities
    and  scheduled   amortization  of  loans,   mortgage-backed  and  investment
    securities are  predictable  sources of funds,  deposit inflows and mortgage
    prepayments are greatly  influenced by local  conditions,  general  interest
    rates, and regulatory changes.

    At March 31, 1996, the Savings Bank had outstanding commitments to originate
    $4.0  million  of loans  and to fund  the  undisbursed  portion  of loans in
    process of  approximately  $6.8  million.  The Savings Bank believes that it
    will have sufficient funds available to meet its  commitments.  At March 31,
    1996,  certificates of deposit which were scheduled to mature in one year or
    less totaled $150.2 million.  Management believes, based on past experience,
    that a significant portion of these funds will remain with the Savings Bank.

    As a federally chartered financial institution, the Savings Bank is required
    to maintain  certain  minimum amounts of regulatory  capital.  The following
    table is a summary  of the  regulatory  capital  requirements,  the  Savings
    Bank's regulatory capital and the amounts in excess of such required capital
    as of March 31, 1996:




                                        TANGIBLE                  CORE                   RISK-BASED
                                  -------------------      -------------------      ------------------
                                                            ($ IN THOUSANDS)
                                                                                                  % OF
                                                 % OF                     % OF                   RISK-
                                           QUALIFYING                UALIFYING                WEIGHTED
                                  AMOUNT       ASSETS      AMOUNT       ASSETS      AMOUNT      ASSETS
                                  ------       ------      ------       ------      ------      ------

                                                                                

    Regulatory capital          $ 39,790         12.0%    $ 39,790        12.0%    $ 40,767       28.6%
    Requirement                    4,957          1.5        9,915         3.0       11,401        8.0
                                  ------         ----       ------        ----       ------       ----

    Excess                      $ 34,833         10.5%    $ 29,875         9.0%    $ 29,366       20.6%
                                  ======         ====       ======        ====       ======       ====






                                         11

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                                  FFLC BANCORP, INC.


    During 1995, the FDIC  established a new assessment rate schedule of 4 to 31
    basis points for Bank Insurance Fund ("BIF") members.  Approximately  91% of
    BIF  members  pay the lowest  assessment  rate of 4 basis  points.  The FDIC
    retained  the  existing  assessment  rate  schedule of 23 to 31 basis points
    applicable to SAIF member  institutions.  In announcing  the rule,  the FDIC
    noted that the premium  differential may have adverse  consequences for SAIF
    members,  including  reduced earnings and an impaired ability to raise funds
    in the capital markets. In addition, SAIF members, such as the Savings Bank,
    could be placed at a disadvantage  to BIF members with respect to pricing of
    loans and  deposits  and the  ability  to  achieve  lower  operating  costs.
    Legislation  pending  in  Congress  would  impose a one-time  assessment  of
    between 85 and 90 basis points on the amount of deposits held by SAIF-member
    institutions,  including the Savings Bank, to recapitalize the SAIF fund. If
    the assessment is made at the proposed rate, the effect on the Bank would be
    a pretax  charge of  approximately  $2,157,000  (0.85% on deposits of $253.8
    million at March 31,  1995),  or  $1,348,000  after tax (37.5%  assumed  tax
    rate).  Should this occur,  the Holding  Company  does not expect to have to
    contribute  capital to the Savings Bank for it to remain a  well-capitalized
    institution.

    During the three months ended March 31, 1996,  the Savings Bank declared and
    paid a cash dividend of $2.7 million to the Holding Company.

    The following  table shows  selected  ratios for the periods ended or at the
    dates indicated:




                                                            THREE MONTHS                      THREE MONTHS
                                                                ENDED         YEAR ENDED          ENDED
                                                              MARCH 31,      DECEMBER 31,       MARCH 31,
                                                                1996             1995             1995
                                                            ------------     ------------      -----------
                                                                                         

        Average equity as a percentage
           of average assets                                   17.03%           17.46%           17.58%

        Total equity to total assets at end of period          16.97%           16.99%           17.68%

        Return on average assets                                 .99%             .98%            1.15%

        Return on average equity                                5.82%            5.59%            6.56%

        Noninterest expense to average assets                   1.91%            1.85%            1.76%

        Nonperforming loans and real estate owned to
           total assets at end of period                         .08%             .10%             .09%










                                            12

 14



                                     FFLC BANCORP, INC.




                                                                             AT            AT               AT
                                                                          MARCH 31,    DECEMBER 31,      MARCH 31,
                                                                            1996          1995             1995
                                                                          ---------     -----------      ---------
                                                                                                     

      Weighted average interest rates:
        Interest-earning assets:
           Loans                                                           8.24%          8.30%           8.22%
           Mortgage-backed securities                                      6.30%          6.29%           5.91%
           Investment securities and other interest-
             earning assets                                                5.84%          5.94%           6.11%
                Total interest-earning assets                              7.40%          7.42%           7.13%
        Interest-bearing liabilities:
           Deposit accounts                                                4.76%          4.87%           4.62%
           Borrowed funds                                                  7.17%          7.17%           7.17%
                Total interest-bearing liabilities                         4.76%          4.87%           4.64%
        Interest-rate spread                                               2.64%          2.55%           2.49%



CHANGE IN FINANCIAL CONDITION
   Total assets  increased $4.7 million or 1.4%, from $325.8 million at December
   31,  1995 to $330.5  million  at March  31,  1996,  primarily  as a result of
   increases in cash and cash equivalents of $2.3 million, investment securities
   of $2.9 million and loans  receivable of $7.8 million,  partially offset by a
   decrease in  mortgage-backed  securities of $8.6 million.  Customer  deposits
   increased  $3.3  million  from $267.7  million at December 31, 1995 to $271.0
   million at March 31, 1996.  The net increase in  stockholders'  equity during
   the three  month  period  ended March 31,  1996  resulted  from net income of
   $811,000, credits to equity of $232,000 related to the stock incentive plans,
   and  proceeds  from stock  options  exercised  of  $10,000,  all of which was
   partially offset by a $118,000  increase in the unrealized loss on securities
   available-for-sale,  net of tax effect and $199,000 in dividends  paid during
   the quarter.


                                          13

 15



                                   FFLC BANCORP, INC.

The following table sets forth, for the periods indicated, information regarding
(i) the total dollar amount of interest and dividend income of FFLC Bancorp from
interest-earning  assets and the resultant average yields; (ii) the total dollar
amount of interest  expense on  interest-bearing  liabilities  and the resultant
average cost; (iii) net interest/dividend income; (iv) interest rate spread; and
(v) net interest margin.




                                                                      THREE MONTHS ENDED MARCH 31,
                                              -----------------------------------------------------------------------
                                                        1996                                          1995
                                              ------------------------------------    -------------------------------
                                                 AVERAGE      AND        YIELD/       AVERAGE       AND        YIELD/
                                                 BALANCE    DIVIDENDS    RATE         BALANCE    DIVIDENDS      RATE
                                                 -------    ---------   ------        -------    ---------     ------
                                                                      (Dollars in Thousands)
                                                                                              
Interest-earning assets:
    Loans                                      $ 186,327       3,941      8.46%      $ 151,506     3,181        8.40%
    Mortgage-backed securities                    90,518       1,418      6.27         114,770     1,673        5.83
    Investment securities and other
        interest-earning assets (1)               39,420         587      5.96          34,209       517        6.05
                                                 -------       -----                   -------     -----
           Total interest-earning assets         316,265       5,946      7.52         300,485     5,371        7.15
                                                                                                   -----      
Noninterest-earning assets                        11,250                                 8,876
                                                 -------                               -------

           Total assets                        $ 327,515                             $ 309,361
                                                 =======                               =======
Interest-bearing liabilities:
    Deposit accounts                             268,346       3,213      4.79         249,548     2,676        4.29
    Borrowed funds                                   150           2      5.33           2,055        32        6.23
                                                 -------      ------                   -------     -----
           Total interest-bearing liabilities    268,496       3,215      4.79         251,603     2,708        4.31
                                                              ------                               -----
Noninterest-bearing liabilities                    3,236                                 3,381

Stockholders' equity                              55,783                                54,377
                                                --------                               -------
           Total liabilities and
             stockholders' equity              $ 327,515                             $ 309,361
                                                 =======                               =======
Net interest/dividend income                                 $ 2,731                             $ 2,663
                                                               =====                               =====
Interest rate spread (2)                                                  2.73%                                 2.84%
                                                                          ====                                  ====
Net average interest-earning assets,
    net interest margin (3)                    $  47,769                  3.45%      $  48,882                  3.54%
                                                 =======                  ====         =======                  ====
Ratio of average interest-earning assets to
    average interest-bearing liabilities            1.18                                  1.19
                                                    ====                                  ====



- - -----------------------------------
(1)  Includes interest-bearing deposits, federal funds sold and FHLB stock.
(2)  Interest rate spread represents the difference between the average yield
     on interest-earning assets and the average cost of interest-bearing
     liabilities.
(3)  Net interest margin is net interest income divided by average interest-
     earning assets.



                                                        14


 16



                               FFLC BANCORP, INC.

       COMPARISON OF THE THREE MONTH PERIODS ENDED MARCH 31, 1996 AND 1995


RESULTS OF OPERATIONS


GENERAL OPERATING RESULTS. Net income for the three-month period ended March 31,
   1996 was  $811,000,  or $.31 per share,  compared  to  $892,000,  or $.33 per
   share, for the comparable period in 1995. The decrease in net income resulted
   from an increase in noninterest  expense of $199,000,  partially offset by an
   increase in net interest income of $68,000.

INTEREST INCOME.  Interest income increased $575,000, or 10.7% from $5.4 million
   for the  three-month  period  ended  March 31,  1995 to $5.9  million for the
   three-month  period  ended March 31,  1996.  The  increase  was due to a 5.3%
   increase in average  interest-earning assets outstanding for the three months
   ended March 31,  1996,  compared to the 1995  period,  and an increase in the
   average  yield on  interest-earning  assets  from 7.15% for the three  months
   ended March 31, 1995, to 7.52% for the three months ended March 31, 1996.

INTEREST EXPENSE. Interest expense increased $507,000, from $2.7 million for the
   three-month  period ended March 31, 1995 to $3.2 million for the  three-month
   period  ended March 31,  1996.  The 18.7%  increase was due to an increase in
   average interest-bearing  liabilities of $16.9 million and an increase in the
   weighted average rate paid on interest-bearing  liabilities from 4.31% during
   the 1995 period to 4.79% during the 1996 period.

NONINTEREST  EXPENSE.   Noninterest  expense  consisted  primarily  of  employee
   compensation and benefits, occupancy and equipment expense and FDIC insurance
   premiums.  Noninterest  expenses  increased by  $199,000,  or 14.6% from $1.4
   million for the  three-month  period ended March 31, 1995 to $1.6 million for
   the  three-month  period ended March 31, 1996. The increase was primarily due
   to an  increase  in  compensation  and  benefits  of  $122,000  and a $62,000
   increase in office occupancy and equipment. Those increased expenses were due
   to the opening of two new branches in the fourth quarter of 1995.

INCOME TAX PROVISION.  The income tax provision  decreased from $534,000 for the
   three-month  period ended March 31, 1995 (an  effective tax rate of 37.4%) to
   $525,000 (an  effective tax rate of 39.3%) for the  corresponding  period for
   1996.










                                       15


 17



                                 FFLC BANCORP, INC.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    There are no material pending legal proceedings to which FFLC Bancorp,  Inc.
    or any of its  subsidiaries  is a party or to which any of their property is
    subject.

ITEM 2.  CHANGES IN SECURITIES

    Not applicable

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

    Not applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not applicable

ITEM 5.  OTHER INFORMATION

    Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    a.  Exhibits - not applicable

    b.  There were no reports on Form 8-K filed for the three months ended
        March 31, 1996.





                                          16

 18



                                   FFLC BANCORP, INC.



                                       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.


                                       FFLC BANCORP, INC.
                                        (Registrant)






Date:    April 25, 1996                By:  /s/ Stephen T. Kurtz
        ------------------------            --------------------------------
                                            Stephen T. Kurtz, President and
                                             Chief Executive Officer





Date:     April 25, 1996               By: /s/ Paul K. Mueller
         ----------------------            --------------------
                                           Paul K. Mueller, Senior Vice 
                                            President and Chief Accounting
                                            Officer





                                       17