
PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF INCOME
		CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
SIGNATURES
Exhibit 27

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For Quarter Ended June 30, 2000

Commission File Number 33-46573

CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its Charter)


OHIO (State or other jurisdiction of incorporation or organization)		34-1588902 (I.R.S. Employer Identification No.)

5520 Monroe Street, Sylvania, OH 43560
(Address of principal executive offices and zip code)

(419) 885-7379
(Registrant’s telephone number, including area code)

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.


(1) Yes X				(2) No _____

As of June 30, 2000, there were 7,051,425 shares of common stock outstanding.

CAPITAL HOLDINGS, INC.

Index


		Page Number

PART I. FINANCIAL INFORMATION




















Item 1.	Financial Statements (Unaudited):




















	Consolidated balance sheets June 30, 2000 and December 31, 1999		3




















	Consolidated statements of income
	Three months ended June 30, 2000 and 1999
	Six months ended June 30, 2000 and 1999		4




















	Consolidated statements of shareholders’ equity
	Six months ended June 30, 2000 and 1999		5




















	Consolidated statements of cash flows
	Six months ended June 30, 2000 and 1999		6




















	Notes to consolidated financial statements		7




















Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		8 —11




















PART II. OTHER INFORMATION			12




















SIGNATURES			13

CAPITAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


			(UNAUDITED)
			JUNE 30, 2000			DECEMBER 31, 1999

ASSETS




	Cash and due from banks		$	24,162,161		$	10,935,827




	Interest bearing deposits in banks			100,000			4,000,000




	Federal funds sold			0			14,000,000

	Cash and cash equivalents			24,262,161			28,935,827




	Investment securities available for sale, at fair value (amortized			227,372,262			223,817,207




		cost $234,206,071 in 2000 and $229,704,893 in 1999)




	Loans			812,458,855			722,583,284




	Less allowance for loan losses			11,588,649			10,448,496

	Net loans			800,870,206			712,134,788




	Bank premises and equipment			10,357,466			10,443,977




	Interest receivable and other assets			15,404,314			13,880,891

Total Assets			$	1,078,266,409		$	989,212,690

LIABILITIES AND SHAREHOLDERS’ EQUITY




	LIABILITIES




	Deposits:




		Interest bearing	$	773,744,655		$	736,025,803




		Noninterest bearing		67,190,422			66,684,718

	Total deposits			840,935,077			802,710,521




	Other borrowings			134,101,643			90,022,716




	Interest payable and other liabilities			13,088,321			10,367,489

Total Liabilities				988,125,041			903,100,726




	SHAREHOLDERS’ EQUITY




	Common stock, no par value, $.167 stated value; 20,000,000 shares authorized; 7,051,609 shares issued (7,037,222 at December 31, 1999)			1,177,619			1,175,216




	Treasury stock, 184 shares			(5,336	)		0




	Capital in excess of stated value			60,512,940			60,222,913




	Retained earnings			32,967,955			28,601,206




	Accumulated other comprehensive (loss) income			(4,511,810	)		(3,887,371	)

Total Shareholders’ Equity				90,141,368			86,111,964

Total Liabilities and Shareholders’ Equity			$	1,078,266,409		$	989,212,690

See accompanying notes.

CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


			THREE MONTHS ENDED					SIX MONTHS ENDED
			JUNE 30					JUNE 30

			2000			1999		2000		1999

Interest income:




		Loans, including fees	$	16,636,087		$	12,898,663	$	31,924,546	$	24,842,514




		Securities		3,638,308			2,963,376		7,168,457		5,861,142




		Federal funds sold		10,012			26,655		40,443		107,359

Total interest income				20,284,407			15,888,694		39,133,446		30,811,015




Interest expense:




		Deposits		10,154,139			7,716,302		19,577,651		15,022,762




		Other borrowings		1,710,145			1,022,165		3,003,681		2,058,400

Total interest expense				11,864,284			8,738,467		22,581,332		17,081,162

Net interest income				8,420,123			7,150,227		16,552,114		13,729,853




Provision for loan losses				490,000			600,000		1,120,000		1,125,000

Net interest income after provision for loan losses				7,930,123			6,550,227		15,432,114		12,604,853




Other income:




		Service charges on deposit accounts		157,998			142,681		323,148		272,856




		Net securities (losses) gains		(5,200	)		0		1,615		29,886




		Other		355,369			321,507		780,431		754,609

Total other income				508,167			464,188		1,105,194		1,057,351




Other expenses:




		Salaries and employee benefits		2,161,992			1,946,533		4,395,861		3,874,205




		Occupany and equipment expense		414,197			342,205		799,222		670,965




		Other		1,539,804			1,352,699		2,862,307		2,656,814

Total other expenses				4,115,993			3,641,437		8,057,390		7,201,984

Income before provision for federal income tax				4,322,297			3,372,978		8,479,918		6,460,220




Provision for federal income tax				1,465,000			1,095,000		2,844,000		2,100,000

Net income			$	2,857,297		$	2,277,978	$	5,635,918	$	4,360,220

Per common share:




	Net income




		Basic	$	0.41		$	0.37	$	0.80	$	0.72

		Diluted	$	0.39		$	0.36	$	0.77	$	0.70

	Cash dividends declared		$	0.09		$	0.08	$	0.18	$	0.16

Average shares outstanding:




	Basic			7,050,629			6,076,021		7,048,088		6,067,814

	Diluted			7,297,463			6,255,319		7,300,356		6,247,282

See accompanying notes.

CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2000 AND 1999


	COMMON STOCK					TREASURY STOCK

	SHARES		AMOUNT		SHARES			AMOUNT

Balance at January 1, 2000		7,037,222	$	1,175,216




Net income




Net unrealized loss on securities available for sale, net of tax effect of $322,000









Comprehensive Income




Exercise of common stock options, including tax benefit		6,990		1,168




Issuance of common stock		7,397		1,235




Treasury shares acquired						(184	)		(5,336	)




Cash dividend declared, $.18 per share

Balance at June 30, 2000		7,051,609	$	1,177,619		(184	)		($5,336	)

Balance at January 1, 1999		6,049,224	$	1,008,204




Net income




Net unrealized loss on securities available for sale, net of tax effect of $2,096,000









Comprehensive Income




Exercise of common stock options, including tax benefit		14,202		2,367




Issuance of common stock		14,097		2,350




Treasury shares acquired						(9,000	)		(180,000	)




Treasury shares issued						9,000			180,000




Cash dividend declared, $.16 per share

Balance at June 30, 1999		6,077,523	$	1,012,921		0		$	0

[Additional columns below]

[Continued from above table, first column(s) repeated]


						ACCUMULATED
	CAPITAL IN					OTHER			TOTAL
	EXCESS OF		RETAINED			COMPREHENSIVE			SHAREHOLDERS'
	STATED VALUE		EARNINGS			(LOSS) INCOME			EQUITY

Balance at January 1, 2000	$	60,222,913	$	28,601,206			($3,887,371	)	$	86,111,964




Net income				5,635,918						5,635,918




Net unrealized loss on securities available for sale, net of tax effect of $322,000							(624,439	)		(624,439	)

Comprehensive Income										5,011,479




Exercise of common stock options, including tax benefit		98,340								99,508




Issuance of common stock		191,687								192,922




Treasury shares acquired										(5,336	)




Cash dividend declared, $.18 per share				(1,269,169	)					(1,269,169	)

Balance at June 30, 2000	$	60,512,940	$	32,967,955			($4,511,810	)	$	90,141,368

Balance at January 1, 1999	$	34,201,997	$	21,197,999		$	2,014,013		$	58,422,213




Net income				4,360,220						4,360,220




Net unrealized loss on securities available for sale, net of tax effect of $2,096,000							(4,067,808	)		(4,067,808	)

Comprehensive Income										292,412




Exercise of common stock options, including tax benefit		211,094								213,461




Issuance of common stock		281,816								284,166




Treasury shares acquired										(180,000	)




Treasury shares issued										180,000




Cash dividend declared, $.16 per share				(972,112	)					(972,112	)

Balance at June 30, 1999	$	34,694,907	$	24,586,107			($2,053,795	)	$	58,240,140

See accompanying notes.

CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


				SIX MONTHS ENDED
				JUNE 30
				2000			1999

OPERATING ACTIVITIES:




	Net Income			$	5,635,918		$	4,360,220




	Adjustments to reconcile net income to net cash provided by operating activities:




		Provision for loan losses			1,120,000			1,125,000




		Depreciation and amortization			422,226			387,122




		Amortization and accretion of security premiums and discounts			(38,324	)		(22,446	)




		Gain on sale of investment securities			(1,615	)		(29,886	)




		Deferred income tax expense			(380,800	)		(382,500	)




		Changes in assets and liabilities:




			Interest receivable and other assets		(820,940	)		(1,499,255	)




			Interest payable and other liabilities		2,719,554			1,181,703

	Total adjustments				3,020,101			759,738

	Net cash provided by operating activities				8,656,019			5,119,958




INVESTING ACTIVITIES:




	Purchases of available-for-sale securities				(13,557,999	)		(37,220,938	)




	Net increase in loans				(89,855,418	)		(83,702,223	)




	Purchase of bank premises and equipment				(335,714	)		(373,892	)




	Proceeds from sales and calls of securities available-for-sale				7,501,678			15,278,985




	Proceeds from maturities of securities available-for-sale				1,595,082			3,386,414

	Net cash used in investing activities				(94,652,371	)		(102,631,654	)




FINANCING ACTIVITIES:




	Net increase in deposits				38,224,556			56,608,787




	Net increase in other borrowings				44,078,927			31,142,059




	Issuance of common stock				292,430			497,627




	Treasury shares acquired				(5,336	)		(180,000	)




	Treasury shares issued				0			180,000




	Cash dividends paid				(1,267,891	)		(969,848	)

	Net cash provided by financing activities				81,322,686			87,278,625

Decrease in cash and cash equivalents					(4,673,666	)		(10,233,071	)




Cash and cash equivalents at beginning of period					28,935,827			29,262,969

Cash and cash equivalents at end of period				$	24,262,161		$	19,029,898

Supplemental disclosures:




	Interest paid			$	21,771,864		$	16,939,455

	Income taxes paid			$	3,247,000		$	2,375,000

See accompanying notes.

CAPITAL HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2000

Basis Of Presentation

The unaudited consolidated financial statements include the accounts of Capital Holdings, Inc. (the Company) and its wholly-owned subsidiaries, Capital Bank, N.A. (the Bank) and CBNA Building Company, which is a real estate subsidiary that owns and leases to the Bank, its only operating facility. The Bank conducts business in northwestern Ohio and southeastern Michigan as a national banking association and focuses on corporate, executive and professional customers, with the primary emphasis on deposits from and commercial loans to businesses and professionals. The Company operates primarily in one business segment as a focused commercial business lender.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements. Actual results could differ from those estimates. For further information refer to the consolidated financial statements and notes thereto appearing in the Company’s annual report on Form 10-K for the year ended December 31, 1999.

The Bank is subject to the regulations of certain federal agencies and undergoes periodic examinations by those regulatory authorities.

The Bank’s maximum exposure to credit losses for loan commitments and standby letters of credit outstanding at June 30, 2000 was $307,064,000 and $32,636,000, respectively, compared to $287,875,000 and $32,459,000, respectively, at December 31, 1999. The increase in loan commitments is due to the increased activity from corporate borrowers as well as from the increase in owner-occupied commercial real estate construction.

CAPITAL HOLDINGS, INC.

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

The following discussion and related financial data for the Company provides an overview of the financial condition and results of operations of the Company and its subsidiaries. The principal subsidiary of the Company is Capital Bank, N.A., which is in its eleventh year of operation and had total assets of $1,078,266,000 at June 30, 2000.

Consolidated net income for the first six months of 2000 was $5,636,000 compared to $4,360,000 for the first six months of 1999, representing a 29.3% increase. For the second quarter, the Company had net income of $2,857,000, an increase of 25.4% compared to earnings of $2,278,000 in the second quarter of 1999. The increase in net income was a direct result of a 21.0% growth in earning assets from June 30, 1999 to June 30, 2000, continued high credit quality and a continued emphasis on maintaining a high level of operating efficiency.

For the first six months of the year compared to the same period last year, basic and diluted earnings per share grew 11% and 10%, respectively. For the second quarter, basic and diluted earnings per share grew 11% and 8%, respectively, compared to the second quarter in 1999. The Company raised additional capital through a stock offering in the fourth quarter of 1999 increasing the number of shares outstanding by 15%. As a result, the percentage change in earnings per share was less than the percentage change in net income. Return on average assets was 1.10% and return on average equity was 12.97% for the quarter. This compares to 1.06% and 15.10%, respectively, for the second quarter in 1999.

Balance Sheet Analysis

Loan growth, net of participations sold, for the second quarter of 2000 was $39,912,000 or 5.2%. Additional loan participations of approximately $7,800,000 were sold during the quarter. On an annualized basis, loan growth was 20.8% for the quarter. This compares to 24.8% annualized growth since December 31, 1999, and 22.7% growth since June 30, 1999. The increase in loans occurred primarily from strong loan demand and business development efforts. The allowance for loan losses at June 30, 2000, was $11,589,000 or 1.43% of total loans, compared to 1.45% of total loans at December 31, 1999 and 1.40% of total loans at June 30, 1999. The allowance for loan losses is the estimated amount, which in the opinion of management, will be adequate to absorb potential loan losses in the loan portfolio. No loans were charged off during the second quarter of 2000. Loans over 90 days past due as to principal and interest and still in an accrual status were less than $12,000 at quarter end. There were no nonaccruing loans at quarter end.

Investment securities available for sale totaled $227,372,000 or 21.1% of total assets at June 30, 2000, and $197,028,000 or 22.1% of total assets at June 30, 1999. The investment quality of the securities portfolio remains very high with 83.0% of the portfolio comprised of U.S. Treasury and Agency securities. The Bank has no

CAPITAL HOLDINGS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS – CONTINUED

investments in high-risk derivative instruments. The Bank’s portfolio has a weighted average adjusted maturity of approximately 4.6 years. Due to the general rise in interest rates, the total market value of the portfolio decreased $624,000 (net of tax) during the six months ended June 30, 2000.

The Company uses a combination of funding sources to facilitate the growth in earning assets. Average deposits for the second quarter of 2000, excluding brokered deposits, grew $72,007,000 over the second quarter of 1999. Average brokered certificates of deposits for the quarter grew $49,734,000 from the same period a year ago. The average balance of other borrowings for the quarter grew $34,300,000 from the second quarter of last year, primarily from an increase in federal funds purchased.

Results Of Operations

Net interest income for the second quarter of 2000 was $8,420,000 compared to $7,150,000 for the second quarter of 1999, representing a 17.8% increase. Net interest income for the first half of 2000 was $16,552,000 compared to $13,730,000 for the first half of 1999, representing a 20.6% increase. The quarter and year-to-date increases in net interest income were due largely to a higher volume of loans in 2000 compared to the same periods last year. The net interest margin on a fully tax equivalent basis for the first half of 2000 was 3.43%, compared to 3.46% for the first half of 1999. The modest decrease in the margin was due principally to the rise in the average cost of liabilities, driven by Federal Reserve rate increases since June 1999, slightly outpacing the increase in the average yield on earning assets.

The provision for loan losses for the second quarter of 2000 was $490,000 compared to $600,000 during the second quarter of 1999. The provision expense for the quarter maintained the loan loss reserve ratio at 1.43% at quarter-end compared to 1.40% at the end of the second quarter last year. The provision for loan losses for the first half of 2000 was $1,120,000 compared to $1,125,000 during the first half of 1999.

Non-interest expenses of the Company have increased in absolute dollars to support the continued growth of the Bank. Non-interest expenses were 13.0% higher in the second quarter of 2000 and 11.9% higher for the first half of 2000 compared to the same periods last year. By comparison, net revenues grew significantly more at 17.3% for the second quarter and 19.4% for the first half of 2000 compared to the same periods last year. As a percentage of average assets, non-interest expenses have decreased slightly from 1.66% for the year ended December 31, 1999, to 1.59% for the six months ended June 30, 2000. The Company’s efficiency ratio was 46% for the first half of 2000,

CAPITAL HOLDINGS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS – CONTINUED

which is significantly better than the national peer benchmark of 61%. Salaries and benefits represented 52.5% of other expenses for the second quarter of 2000, compared to 53.5% for the second quarter of 1999. Salaries and benefits expense for the three months ended June 30, 2000 increased 11.1% over the same period for 1999 and 13.5% for the first half of 2000 compared to the same period last year. These increases were due to a higher staffing level to support earning asset growth of the bank, a generally higher cost for employee benefits and normal increases in compensation. Total assets per employee have increased from $7,728,000 at December 31, 1999, to $8,102,000 at June 30, 2000.

Other non-interest expenses, excluding salaries and benefits, increased 15.3% for the second quarter of 2000 and 10.0% for the first half of 2000 compared to the same periods last year. The overall rise in these expenses has been due, in part, to increases in volume related expenses such as deposit courier services, FDIC premiums and merchant charge card services.

Capital

The Company places significant emphasis on the maintenance of strong capital, which promotes investor confidence and enhances business growth opportunities. As of June 30, 2000, the Company had a Total Risk-Based Capital ratio of 11.92%, a Tier 1 Risk-Based Capital ratio of 10.67%, and a Tier 1 Leverage Capital ratio of 8.96%. This compares to regulatory capital requirements of 10%, 6% and 5%, respectively for a well capitalized institution. At the Bank level, the Total Risk-Based Capital ratio was 10.97%, the Tier 1 Risk-Based Capital ratio was 7.02%, and the Tier 1 Leverage Capital ratio was 5.92% at June 30, 2000.

Shareholders’ equity has continued to increase from retained earnings of net income. Cash dividends declared represented approximately 22.5% of net income for the first half of 2000. A $.09 per share cash dividend was declared on June 30 and March 31, 2000, payable July 25 and April 25, 2000, respectively.

The Company previously announced in the second quarter that the Board of Directors had approved a common stock repurchase program. The program authorizes the repurchase of up to $3,000,000 of the Company’s common stock over a one-year period. The Company’s total market capitalization at June 30, 2000, was approximately $184.2 million. Total equity was 8.36% of total assets at quarter end.

In June 1999, a three-for-one stock split was declared and payable July 15, 1999. All earnings per share and cash dividend per share numbers, average and actual shares outstanding and the par value of common stock shares have been retroactively restated to reflect this three-for-one stock split.

CAPITAL HOLDINGS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS – CONTINUED

Other

In June 1998, the FASB issued Statement No. 133. “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133 establishes accounting and reporting standards for hedging activities and for derivative instruments, including certain derivative instruments embedded in other contracts. This statement requires a company to recognize all derivatives as either assets or liabilities in its balance sheet and measure those instruments at fair value. The accounting for changes in the fair value of a derivative (i.e. gains and losses) depends on the intended use of the derivative and the resulting designation. With the issuance of FASB Statement No. 137, the effective date of FASB Statement No. 133 changes to include all fiscal quarters of fiscal years beginning after June 15, 2000. In June 2000, the FASB issued Statement No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities – an amendment of FASB Statement No. 133” which provides various technical clarifications to the previous guidance. Presently the Company does not utilize derivative or related types of financial instruments except for certain Federal agency collateralized mortgage obligations. Therefore, this Statement is not anticipated to have a material impact on the Company.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 was passed by Congress to encourage corporations to provide investors with information about its anticipated future financial performance, goals and strategies. The act provides a safe harbor for such disclosure, or in other words, protection from unwarranted litigation, if actual results are not the same as management’s expectations.

The Company desires to provide its shareholders with sound information about past performance and future trends. Consequently, this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements including certain plans, expectations, goals and projections that are subject to numerous assumptions, risks and uncertainties. Actual results could differ materially from those contained in or implied by the Company’s statements due to a variety of factors including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; material unforeseen changes in the financial condition or results of operations of the Company’s customers; and the nature, extent and timing of governmental actions and reforms. The management of the Company encourages readers of this report to understand forward-looking statements to be strategic objectives rather than absolute targets of performance.

CAPITAL HOLDINGS, INC.

PART II. OTHER INFORMATION

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

At the Annual Shareholders Meeting held on May 18, 2000, pursuant to the Notice of Annual Meeting and Proxy Statement dated April 14, 2000:


1)		the following directors were elected based upon the votes cast as indicated: James A. Appold: for – 4,996,241, withheld – 84,039; David P. Bennett: for – 5,079,756, withheld – 524; Yale M. Feniger: for – 5,078,594, withheld – 1,686; Harley J. Kripke: for – 5,071,985, withheld – 8,295; Thomas W. Noe: for – 5,019,795, withheld – 60,485.




















2)		To consider and vote upon the approval of a new compensation plan, the Long-Term Incentive Compensation Plan (4,516,182 votes for, 49,801 votes against, 7,709 votes abstained, and 506,588 votes not voted).

Item 6. Exhibits and Reports on Form 8-K


(a)		Exhibits




















		27 Financial Data Schedule




















(b)		No reports on Form 8-K were filed for the quarter ended June 30, 2000.

SIGNATURES

Pursuant to the requirements for 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.


		CAPITAL HOLDINGS, INC

Date	August 14, 2000	/s/ David L. Mead
		David L. Mead Chief Financial Officer, Senior Vice President

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CAPITAL HOLDINGS INC 10-Q