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, 1998

                                       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:


                                                    3,749,073 shares outstanding
Common stock, par value $.01 per share                    at April 24, 1998
- --------------------------------------              ----------------------------




                               FFLC BANCORP, INC.

                                      INDEX


Part I. FINANCIAL INFORMATION

   Item 1. Financial Statements                                                 

     Condensed Consolidated Balance Sheets -
       at March 31, 1998 (unaudited) and at December 31, 1997...................

     Condensed Consolidated Statements of Income -
       Three months ended March 31, 1998 and 1997 (unaudited)...................

     Condensed Consolidated Statements of Comprehensive Income -
       Three months ended March 31, 1998 and 1997 (unaudited)...................

     Condensed Consolidated Statement of Stockholders' Equity -
       Three months ended March 31, 1998 (unaudited)............................

     Condensed Consolidated Statements of Cash Flows -
       Three months ended March 31, 1998 and 1997 (unaudited)...................

     Notes to Condensed Consolidated Financial Statements (unaudited)...........

   Item 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations..................................................

Part II. OTHER INFORMATION

   Item 1.  Legal Proceedings...................................................

   Item 2.  Changes in Securities...............................................

   Item 3.  Default upon Senior Securities......................................

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

   Item 5.  Other Information...................................................

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

SIGNATURES......................................................................



                                         FFLC BANCORP, INC.

                                    Part I. FINANCIAL INFORMATION

                                    Item 1. Financial Statements

                                Condensed Consolidated Balance Sheets
                                          ($ in thousands)

                                                                             At             At
                                                                          March 31,    December 31,
                                                                            1998           1997
                                                                         ---------      ---------
            Assets                                                      (unaudited)
                                                                                      
Cash and due from banks                                                  $   5,630          7,122
Interest-bearing deposits                                                   10,888          8,562
                                                                         ---------      ---------

            Cash and cash equivalents                                       16,518         15,684

Securities held to maturity                                                 29,223         32,017
Securities available for sale                                               24,034         26,581
Loans receivable, net of allowance for loan losses of $1,834 in 1998
    and $1,684 in 1997                                                     327,789        315,353
Accrued interest receivable:
    Securities                                                                 405            537
    Loans receivable                                                         1,715          1,597
Premises and equipment, net                                                  5,258          5,313
Foreclosed real estate                                                         447            507
Real estate held for development                                               122            122
Restricted securities - Federal Home Loan Bank stock, at cost                2,737          2,304
Other assets                                                                   403            222
                                                                         ---------      ---------

            Total                                                        $ 408,651        400,237
                                                                         =========      =========

            Liabilities and Stockholders' Equity

Liabilities:
    Demand, NOW and money-market accounts                                   55,512         50,597
    Savings accounts                                                        24,823         24,503
    Certificates                                                           242,424        240,290
                                                                         ---------      ---------

            Total deposits                                                 322,759        315,390

Advances from Federal Home Loan Bank                                        30,000         30,000
Deferred income taxes                                                          549            737
Accrued expenses and other liabilities                                       3,399          2,681
                                                                         ---------      ---------

            Total liabilities                                              356,707        348,808
                                                                         ---------      ---------




                                         FFLC BANCORP, INC.

                                    Part I. FINANCIAL INFORMATION

                                    Item 1. Financial Statements

                                Condensed Consolidated Balance Sheets
                                          ($ in thousands)
                                             (continued)

                                                                             At             At
                                                                          March 31,    December 31,
                                                                            1998           1997
                                                                         ---------      ---------
                                                                        (unaudited)
                                                                                      
Stockholders' equity:
    Preferred stock                                                           --             --
    Common stock                                                                44             43
    Additional paid-in-capital                                              28,674         28,265
    Retained income                                                         37,286         36,622
    Accumulated other comprehensive income, net of tax
        of $35 in 1998 and $53 in 1997                                         (60)           (88)
    Treasury stock, at cost                                                (13,132)       (12,466)
    Stock held by Incentive Plan Trusts                                       (868)          (947)
                                                                         ---------      ---------

            Total stockholders' equity                                      51,944         51,429
                                                                         ---------      ---------

            Total                                                        $ 408,651        400,237
                                                                         =========      =========


See accompanying Notes to Condensed Consolidated Financial Statements.



                                      FFLC BANCORP, INC.

                          Condensed Consolidated Statements of Income
                            ($ in thousands, except share amounts)


                                                                     For the Three Months
                                                                         Ended March 31,
                                                                    -------------------------
                                                                       1998           1997
                                                                    ----------     ----------
                                                                           (unaudited)
                                                                                  
Interest income:
    Loans receivable                                                $    6,620          4,839
    Securities available for sale                                          366            731
    Securities held to maturity                                            542            811
    Other interest-earning assets                                          225            102
                                                                    ----------     ----------

            Total interest income                                        7,753          6,483
                                                                    ----------     ----------

Interest expense:
    Deposits                                                             3,694          3,310
    Borrowed funds                                                         450            129
                                                                    ----------     ----------

            Total interest expense                                       4,144          3,439
                                                                    ----------     ----------

            Net interest income                                          3,609          3,044

Provision for loan losses                                                  148             68
                                                                    ----------     ----------

            Net interest income after provision for loan losses          3,461          2,976
                                                                    ----------     ----------

Noninterest income:
    Deposit account fees                                                   129            119
    Other service charges and fees                                          87             71
    Other                                                                   12              8
                                                                    ----------     ----------

            Total noninterest income                                       228            198
                                                                    ----------     ----------




                                      FFLC BANCORP, INC.

                          Condensed Consolidated Statements of Income
                            ($ in thousands, except share amounts)
                                          (continued)


                                                                     For the Three Months
                                                                         Ended March 31,
                                                                    -------------------------
                                                                       1998           1997
                                                                    ----------     ----------
                                                                           (unaudited)
                                                                                  
Noninterest expense:
    Salaries and employee benefits                                       1,261            982
    Occupancy expense                                                      233            219
    Deposit insurance premium                                               48             36
    Data processing expense                                                115            113
    Professional services                                                   50             60
    Advertising and promotion                                               77             34
    Other                                                                  233            187
                                                                    ----------     ----------

            Total noninterest expense                                    2,017          1,631
                                                                    ----------     ----------

Income before income taxes                                               1,672          1,543

Income taxes                                                               681            570
                                                                    ----------     ----------

Net income                                                          $      991            973
                                                                    ==========     ==========

Basic income per share of common stock                              $      .28            .26
                                                                    ==========     ==========

Weighted-average number of shares outstanding for basic              3,602,638      3,812,743
                                                                    ==========     ==========

Diluted income per share of common stock                            $      .26            .24
                                                                    ==========     ==========

Weighted-average number of shares outstanding for diluted            3,803,382      4,005,753
                                                                    ==========     ==========

Dividends per share                                                 $      .09            .07
                                                                    ==========     ==========


See accompanying Notes to Condensed Consolidated Financial Statements



                                                  FFLC BANCORP, INC.

                               Condensed Consolidated Statements of Comprehensive Income
                                                   ($ in thousands)

                                                                      For the Three Months
                                                                         Ended March 31,
                                                                         1998       1997
                                                                        ------     ------
                                                                           (unaudited)
                                                                             
Net income                                                              $  991        973

Other comprehensive income-
        Change in unrealized loss on securities available for sale,
            net of tax of $17 in 1998 and $76 in 1997                       28       (127)
                                                                        ------     ------

Comprehensive income                                                    $1,019        846
                                                                        ======     ======


See accompanying Notes to Condensed Consolidated Financial Statements



                                                         FFLC BANCORP, INC.

                                      Condensed Consolidated Statement of Stockholders' Equity

                                                  Three Months Ended March 31, 1998
                                                          ($ in thousands)


                                                                                  Accumulated                 Stock
                                                                                    Other                     Held by
                                                    Additional                      Compre-                  Incentive     Total
                                         Common      Paid-In         Retained       hensive     Treasury       Plan    Stockholders'
                                         Stock       Capital          Income         Income       Stock        Trusts      Equity
                                         -----       -------          ------         ------       -----        ------      ------
                                                                                                       
Balance at December 31, 1997            $    43      28,265           36,622          (88)       (12,466)        (947)      51,429  
                                                                                                                                    
Net proceeds from the issuance                                                                                                      
     of 38,226 shares of common                                                                                                     
     stock (unaudited)                        1         229             --           --             --           --            230  
                                                                                                                                    
Net income (unaudited)                     --          --                991         --             --           --            991  
                                                                                                                                    
Dividends paid, net of $9 of                                                                                                        
     dividends on ESOP shares                                                                                                       
     recorded as compensation                                                                                                       
     expense (unaudited)                   --          --               (327)        --             --           --           (327) 
                                                                                                                                    
Purchase of treasury stock,                                                                                                         
     35,041 shares (unaudited)             --          --               --           --             (666)        --           (666) 
                                                                                                                                    
Shares committed to participants                                                                                                    
     in incentive plans (unaudited)        --           180             --           --             --             79          259  
                                                                                                                                    
Change in accumulated other                                                                                                         
     comprehensive income, net                                                                                                      
     of income taxes of $17                                                                                                         
     (unaudited)                           --          --               --             28           --           --             28  
                                        -------     -------          -------      -------        -------        -----       ------- 
                                                                                                                                    
Balance at March 31, 1998                                                                                                           
     (unaudited)                        $    44      28,674           37,286          (60)       (13,132)        (868)      51,944  
                                        =======     =======          =======      =======        =======        =====       ======  
                                                                    

See accompanying Notes to Condensed Consolidated Financial Statements.



                                          FFLC BANCORP, INC.

                           Condensed Consolidated Statements of Cash Flows
                                           ($ in thousands)

                                                                                Three Months Ended
                                                                                    March 31,
                                                                              ----------------------
                                                                                1998           1997
                                                                              --------      --------
                                                                                    (unaudited)
                                                                                      
Cash flows from operating activities:
    Net income                                                                $    991           973
    Adjustments to reconcile net income
        to net cash provided by operations:
            Provision for loan losses                                              148            68
            Depreciation                                                            98            93
            Credit for deferred income taxes                                      (205)          (14)
            Shares committed and dividends to incentive plan participants          268           201
            Amortization of premiums or discounts on securities                     (5)          (15)
            Accretion of deferred loan fees and unearned income                      3             2
            Deferral of net loan fees collected, net of costs deferred              61            48
            Gain on sale of foreclosed real estate                                  (4)         --
            Decrease (increase) in accrued interest receivable                      14          (138)
            Increase in other assets                                              (181)         (144)
            Increase in accrued expenses and other liabilities                     718         1,413
                                                                              --------      --------

                    Net cash provided by operating activities                    1,906         2,487
                                                                              --------      --------

Cash flows from investing activities:
    Proceeds from maturities and principal repayments on securities
        held to maturity                                                         2,794         4,464
    Proceeds from maturities and principal repayments on securities
        available for sale                                                       2,738         5,140
    Purchase of securities available for sale                                     (141)       (5,136)
    Loan disbursements                                                         (31,170)      (26,306)
    Principal repayments on loans                                               18,586        10,066
    Purchase of premises and equipment, net                                        (43)         (212)
    Purchase of Federal Home Loan Bank stock                                      (433)         (365)
    Proceeds from sales of foreclosed real estate                                 --               2
                                                                              --------      --------

                    Net cash used in investing activities                       (7,669)      (12,347)
                                                                              --------      --------




                                          FFLC BANCORP, INC.

                           Condensed Consolidated Statements of Cash Flows
                                           ($ in thousands)
                                             (continued)

                                                                                Three Months Ended
                                                                                    March 31,
                                                                              ----------------------
                                                                                1998           1997
                                                                              --------      --------
                                                                                    (unaudited)
                                                                                      
Cash flows from financing activities:
    Net increase in savings, demand, NOW and money-market accounts            $  5,235         2,153
    Net increase in certificate accounts                                         2,134         6,600
    Repayment of advances from Federal Home Loan Bank                             --            (150)
    Net increase in securities sold under agreements to repurchase                --           3,904
    Stock options exercised                                                        230           137
    Purchase of treasury stock                                                    (666)       (2,627)
    Cash dividends paid                                                           (336)         (291)
                                                                              --------      --------

                Net cash provided by financing activities                        6,597         9,726
                                                                              --------      --------

Net increase (decrease) in cash and cash equivalents                               834          (134)

Cash and cash equivalents at beginning of period                                15,684        10,157
                                                                              --------      --------

Cash and cash equivalents at end of period                                    $ 16,518        10,023
                                                                              ========      ========

Supplemental  disclosures of cash flow information:
Cash paid during the period for:
        Interest                                                              $  4,165         3,370
                                                                              ========      ========

        Income taxes                                                          $    120          --
                                                                              ========      ========
    Noncash investing and financing activities:

        Increase (decrease) in accumulated other comprehensive income         $     28          (127)
                                                                              ========      ========

        Transfer from loans to foreclosed real estate                         $     64            80
                                                                              ========      ========

        Loans originated on sales of foreclosed real estate                   $     64          --
                                                                              ========      ========

        Loans funded by and sold to correspondent                             $  1,366           187
                                                                              ========      ========

See accompanying Notes to Condensed Consolidated Financial Statements.

                               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, 1998 and
        the results of  operations  and cash flows for the  three-month  periods
        ended March 31, 1998 and 1997.  The results of operations and other data
        for the  three-month  period ended March 31, 1998,  are not  necessarily
        indicative of results that may be expected for the year ending  December
        31, 1998.

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

2.      Loan Impairment and Loan Losses. The Company prepares a 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 of
        Financial  Accounting  Standards No. 114 and 118. No impaired loans were
        identified  by the Company  during the three months ended March 31, 1998
        or 1997.

        An  analysis  of the  change in the  allowance  for loan  losses  was as
        follows (in thousands):


                                                             Three Months Ended
                                                                  March 31,
                                                          ----------------------
                                                             1998          1997
                                                             ----          ----
                                                                         
             Balance at January 1                         $ 1,684         1,063
             Provision for loan losses                        148            68
             Loans charged-off                                -              (8)
             Recoveries                                         2             -
                                                           ------         -----

             Balance at March 31                          $ 1,834         1,123
                                                            =====         =====

3.      Impact of New Accounting Issues. In June, 1997, the Financial Accounting
        Standards Board issued Statement of Financial  Accounting  Standards No.
        130,  "Reporting  Comprehensive  Income" ("SFAS No. 130"). That Standard
        defines  comprehensive  income as the change in equity of an  enterprise
        except those resulting from stockholder transactions.  All components of
        comprehensive  income  are  required  to be  reported  in the  financial
        statements with equal prominence as existing financial  statements.  The
        adoption  of SFAS No.  130 had no  significant  effect on the  Company's
        financial  position  at March 31, 1998 or result of  operations  for the
        three months then ended.

                               FFLC BANCORP, INC.

   Notes to Condensed Consolidated Financial Statements (Unaudited), Continued


4.      Per Share Amounts.  Income 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   income  per  share   calculations.   Common  stock
        equivalents are computed using the treasury stock method.  The following
        table presents the calculation of income per share:


                                                                                 Three Months Ended
                                                                                      March 31,
                                                                             --------------------------
                                                                                1998            1997
                                                                             ----------      ----------
                                                                                           
Weighted-average shares of common stock issued and
  outstanding before adjustments for ESOP, RRP and
  common stock options                                                        3,758,462       4,022,100
Adjustment to reflect the effect of unallocated ESOP and
  RRP shares                                                                   (155,824)       (209,357)
                                                                             ----------      ----------

Weighted-average shares for basic net income per share                        3,602,638       3,812,743
                                                                             ==========      ==========

Basic net income per share                                                   $      .28             .26
                                                                             ==========      ==========

Total weighted-average common shares and equivalents
  outstanding for basic net income per share computation                      3,602,638       3,812,743

Additional dilutive shares using the average market value for
  the period utilizing the treasury stock method regarding stock options        200,744         193,010
                                                                             ----------      ----------

Weighted-average common shares and equivalents outstanding for
  diluted net income per share                                                3,803,382       4,005,753
                                                                             ==========      ==========

Diluted net income per share                                                 $      .26             .24
                                                                             ==========      ==========


                               FFLC BANCORP, INC.

                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations

General
      FFLC  Bancorp,  Inc. (the  "Holding  Company") is the holding  company for
      First  Federal  Savings Bank of Lake County (the  "Savings  Bank") and its
      wholly-owned  subsidiary,  Lake County Service Corporation (together,  the
      "Company"). 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,  commercial  loans,  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 Federal Home
      Loan Bank ("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 9 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  foreclosed  real  estate.  The  Savings  Bank's
      operating expenses consist primarily of employee  compensation,  occupancy
      expenses,  deposit 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.

                               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, 1998, cash,  amounts due
      from depository institutions and interest-bearing  deposits, totaled $16.5
      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 4% 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. Monetary penalties may be imposed for failure to meet
      this liquidity  requirement.  The Savings Bank's  liquidity ratio at March
      31, 1998 was 9.7% which exceeded the requirement.

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

      At March  31,  1998,  the  Savings  Bank had  outstanding  commitments  to
      originate  $16.7 million of loans and to fund the  undisbursed  portion of
      loans in process of approximately $9.5 million and undisbursed  commercial
      lines of credit of approximately $12.8 million.  The Savings Bank believes
      that it will have sufficient funds available to meet its  commitments.  At
      March 31, 1998,  certificates of deposit which were scheduled to mature in
      one year or less totaled $181.6  million.  Management  believes,  based on
      past  experience,  that a  significant  portion of those funds will remain
      with the Savings Bank.

      The  Savings  Bank is subject to various  regulatory  capital  requirement
      administered  by the federal  banking  agencies.  Failure to meet  minimum
      capital   requirements   can  initiate  certain   mandatory-and   possibly
      additional  discretionary-actions by regulators that, if undertaken, could
      have a direct material effect on the Company's financial statements. Under
      capital  adequacy  guidelines  and the  regulatory  framework  for  prompt
      corrective  action, the Savings Bank must meet specific capital guidelines
      that  involve   quantitative   measures  of  the  Savings  Bank's  assets,
      liabilities,  and  certain  off-balance-sheet  items as  calculated  under
      regulatory  accounting  practices.  The Savings Bank's capital amounts and
      classification   are  also  subject  to  qualitative   judgements  by  the
      regulators about components, risk weightings, and other factors.

      Quantitative measures established by regulation to ensure capital adequacy
      require the Savings  Bank to maintain  minimum  amounts  (set forth in the
      table  below) of total and Tier I capital (as defined in the  regulations)
      to risk-weighted assets (as defined). Management believes, as of March 31,
      1998,  that the Savings Bank meets all capital  adequacy  requirements  to
      which it is subject.

                               FFLC BANCORP, INC.

      As  of  March  31,  1998,  the  most  recent  notification  from  the  OTS
      categorized  the Savings  Bank as well  capitalized  under the  regulatory
      framework  for  prompt  corrective  action.  To  be  categorized  as  well
      capitalized,  the Savings  Bank must  maintain  minimum  tangible,  Tier I
      (core),  Tier I (risk-based)  and total  risk-based  capital ratios as set
      forth  in the  table.  There  are  no  conditions  or  events  since  that
      notification  that  management  believes  have  changed the  institution's
      category.

      The Savings Bank's actual capital amounts and ratios at March 31, 1998 are
      also presented in the table.


                                                                                                              To Be Well
                                                                                  Minimum                    Capitalized
                                                                                For Capital                   For Prompt
                                                                                  Adequacy                  Corrective Action
                                                      Actual                      Purposes                    Provisions
                                          Ratio       Amount           Ratio       Amount           Ratio       Amount
                                          -----       ------           -----       ------           -----       ------
                                                                      (Dollars in thousands)
                                                                                           
         Stockholders' equity,
             and ratio to total
             assets                       10.34%     $  42,250
         Less: investment in
             nonincludable
             subsidiary                                   (195)
         Add back: unrealized loss on
             available-for-sale
             securities                                      9
                                                     ---------
         Tangible capital,
             and ratio to adjusted
             total assets                 10.30%     $  42,064           1.5%    $  6,128
                                                       =======                     ======
         Tier 1 (core) capital, and
             ratio to adjusted total
             assets                       10.30%     $  42,064           3.0%    $ 12,256            5.0%    $ 20,426
                                                       =======                     ======                      ======
         Tier 1 capital, and ratio
             to risk-weighted assets      18.87%        42,064           4.0%    $  8,917            6.0%    $ 13,376
                                                                                   ======                      ======
         Tier 2 capital (allowance for
             loan losses)                                1,834

         Total risk-based capital,
             and ratio to risk-
             weighted assets              19.69%    $   43,898           8.0%    $ 17,835           10.0%    $ 22,293
                                                      ========                     ======                      ======
         Total assets                                $ 408,708
                                                       =======
         Adjusted total assets                       $ 408,522
                                                       =======
         Risk-weighted assets                        $ 222,934
                                                       =======


                               FFLC BANCORP, INC.

    During the three months ended March 31, 1998,  the Savings Bank declared and
    paid a cash dividend of $3.5 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,
                                                                         1998              1997                1997
                                                                     ------------      ------------       ------------
                                                                                                     
        Average equity as a percentage
           of average assets                                            12.83%            13.93%              15.02%

        Total equity to total assets at end of period                   12.71%            12.85%              14.47%

        Return on average assets                                          .98%             1.00%               1.10%

        Return on average equity                                         7.64%             7.18%               7.35%

        Noninterest expense to average assets                            2.00%             1.99%               1.85%

        Nonperforming assets to total assets
           at end of period                                               .31%              .19%                .27%

        Operating efficiency ratio                                      52.57%            53.54%              50.31%

                                                                             At              At               At
                                                                          March 31,      December 31,      March 31,
                                                                            1998            1997             1997
                                                                          ---------      ------------      ---------
                                                                                                        
   Weighted-average interest rates:
        Interest-earning assets:
           Loans receivable                                                 8.16%            8.18%           8.19%
           Securities                                                       6.51%            6.51%           6.35%
           Other interest-earning assets                                    6.21%            6.23%           6.31%
                Total interest-earning assets                               7.87%            7.87%           7.65%
        Interest-bearing liabilities:
           Deposits                                                         4.69%            4.83%           4.74%
           Borrowed funds                                                   6.01%            6.01%           5.66%
                Total interest-bearing liabilities                          4.80%            4.94%           4.77%
        Interest-rate spread                                                3.07%            2.93%           2.88%

Change in Financial Condition
Total assets increased $8.4 million or 2.1%, from $400.2 million at December 31,
1997 to $408.7  million at March 31, 1998,  primarily as a result of an increase
in  loans  receivable  of  $12.4  million,  partially  offset  by  decreases  in
securities  available  for sale and held to  maturity  of $2.5  million and $2.8
million,  respectively.  Deposits increased $7.4 million from $315.4 at December
31, 1997 to $322.8  million at March 31,  1998.  The  $515,000  net  increase in
stockholders  equity  during the three months ended March 31, 1998 resulted from
net income of $991,000, credits to equity totaling $259,000 related to the stock
incentive plans, proceeds of $230,000 from stock options exercised and a $28,000
decrease  in  accumulated  other  comprehensive  income,   partially  offset  by
repurchases of the Company's stock of $666,000 and dividends paid of $327,000.

                               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 the Company 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 income; (iv) interest-rate  spread; and (v) net
interest margin.


                                                                      Three Months Ended March 31,
                                                 ------------------------------------------------------------------
                                                               1998                             1997
                                                 ------------------------------    -------------------------------- 
                                                                        Average                             Average
                                                   Average               Yield/    Average                   Yield/
                                                   Balance   Interest    Cost      Balance     Interest      Cost
                                                                      (Dollars in thousands)
                                                                                          
Interest-earning assets:
    Loans receivable (1)                         $ 317,721     6,620      8.33%    $ 233,581     4,839       8.29%
    Securities                                      56,609       908      6.42        97,764     1,542       6.31
    Other interest-earning assets (2)               15,518       225      5.80         7,102       102       5.74
                                                 ---------     -----      ----     ---------     -----       ---- 

            Total interest-earning assets          389,848     7,753      7.95       338,447     6,483       7.66
                                                               -----                             -----

Noninterest-earning assets                          14,335                            14,259
                                                 ---------                         ---------

            Total assets                         $ 404,183                         $ 352,706
                                                 =========                         =========

Interest-bearing liabilities:
    Deposits                                       318,042     3,694      4.65       285,352     3,310       4.64
    Borrowed funds                                  30,000       450      6.00         9,272       129       5.56
                                                 ---------     -----      ----     ---------     -----       ---- 

            Total interest-bearing liabilities     348,042     4,144      4.76       294,624     3,439       4.67
                                                               -----                             -----

Noninterest-bearing liabilities                      4,274                             5,118
Stockholders' equity                                51,867                            52,964
                                                 ---------                         ---------
            Total liabilities and
              stockholders' equity               $ 404,183                         $ 352,706
                                                 =========                         =========
Net interest income                                          $ 3,609                           $ 3,044
                                                             =======                           =======
Interest-rate spread (3)                                                  3.19%                              2.99%
                                                                          ====                               ====
Net average interest-earning assets,
    net margin (4)                               $  41,806                3.70%    $  43,823                 3.60%
                                                 =========                ====     =========                 ====
Ratio of average interest-earning assets to
    average interest-bearing liabilities              1.12                              1.15
                                                      ====                              ====



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



                               FFLC BANCORP, INC.

       Comparison of the Three-Month Periods Ended March 31, 1998 and 1997


Results of Operations

General Operating Results. Net income for the three-month period ended March 31,
    1998 was $991,000 compared to $973,000 for the 1997 period.  The increase in
    net income  resulted  from an increase in net  interest  income of $565,000,
    partially  offset by a  $386,000  increase  in  noninterest  expense  and an
    $80,000 increase in the provision for loan losses.

Interest Income.  Interest income  increased $1.3 million,  or 19.6%,  from $6.5
    million for the three-month  period ended March 31, 1997 to $7.8 million for
    the three-month period ended March 31, 1998. The increase was due to a $51.4
    million increase in average  interest-earning  assets outstanding during the
    three-month period ended March 31, 1998, compared to the 1997 period, and an
    increase in the average yield on interest-earning  assets from 7.66% for the
    three-month period ended March 31, 1997, to 7.95% for the three-month period
    ended March 31, 1998.

Interest  Expense.  Interest  expense  increased  $705,000  or 20.5%,  from $3.4
    million for the three-month  period ended March 31, 1997 to $4.1 million for
    the  three-month  period  ended  March 31,  1998.  The  increase  was due to
    increases  of $32.7  million  and $20.7  million  in  average  deposits  and
    borrowed funds  outstanding,  respectively.  Average deposits increased from
    $285.4 million  outstanding  during the three months ended March 31, 1997 to
    $318.0 million  outstanding  during the comparable period for 1998.  Average
    borrowed  funds  increased  from $9.3 million  outstanding  during the three
    months ended March 31, 1997 to $30.0  million  outstanding  during the three
    months ended March 31, 1998.

Noninterest Expense.  Noninterest  expense increased by $386,000,  or 23.7% from
    the three-month  period ended March 31, 1997 to the three-month period ended
    March 31, 1998.  The increase was primarily due to increases in salaries and
    employee  benefits of $279,000,  other  noninterest  expenses of $46,000 and
    advertising  and promotion of $43,000  related to the overall  growth of the
    Company.

Income Tax Provision.  The income tax provision  increased from $570,000 for the
    three-month  period ended March 31, 1997 (an effective tax rate of 36.9%) to
    $681,000 (an  effective tax rate of 40.7%) for the  corresponding  period in
    1998.


                               FFLC BANCORP, INC.


Part II - OTHER INFORMATION

Item 1.     Legal Proceedings

    There are no material pending legal  proceeding 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. Exhibit 27 Financial Data Schedules (for SEC use only):

        Exhibit 27-1 Current Quarter
        Exhibit 27-2 Restated 1996 Data
        Exhibit 27-3 Restated 1997 Data

    b. There were no reports on Form 8-K filed for the three  months ended March
       31, 1998.

                               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:   May 8, 1998                           By:  /s/ Stephen T. Kurtz
                                                   ---------------------
                                                   Stephen T. Kurtz, President 
                                                   and Chief Executive Officer
                                                     





Date:   May 8, 1998                           By:   /s/ Paul K. Mueller
                                                    --------------------
                                                    Paul K. Mueller, Executive 
                                                    Vice President and Treasurer