<PAGE>
<PAGE>

                 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, 1999

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 #0-21466

                  JEFFERSON SAVINGS BANCORP, INC.
      -----------------------------------------------------
      (Exact name of registrant as specified in its charter)

          DELAWARE                                 43-1625841
------------------------------                  ----------------
(State or other jurisdiction                    (I.R.S. Employer 
of incorporation or organization)               ID Number)


14915 MANCHESTER ROAD, BALLWIN, MISSOURI               63011
----------------------------------------          -------------
(Address of principal executive offices)            (Zip code)

Registrant's telephone number, including area code  
(314) 227-3000
---------------


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       
                                           ___       ___

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

           Class                   Outstanding at April 30, 1999 
-----------------------------      -----------------------------
Common Stock, Par Value $.01             10,053,791 shares


                              1
<PAGE>
<PAGE>

                 JEFFERSON SAVINGS BANCORP, INC.
                       AND SUBSIDIARIES

                      INDEX to Form 10-Q





                                                            PAGE
                                                            ----

PART I    FINANCIAL INFORMATION

          Item 1.   Financial Statements

                    -    Consolidated Balance Sheets           3

                    -    Consolidated Statements of Income     4

                    -    Consolidated Statement of 
                         Stockholders' Equity                  5

                    -    Consolidated Statements of Cash
                         Flows                                 6

                    -    Notes to Consolidated Financial
                         Statements                            7

          Item 2.   Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations                                10

          Item 3.   Quantitative and Qualitative Disclosures
                    About Market Risk                         19

PART II   OTHER INFORMATION

          Item 1.   Legal Proceedings                         20

          Item 2.   Changes in Securities and Use of
                    Proceeds                                  20

          Item 3.   Defaults Upon Senior Securities           20

          Item 4.   Submission of Matters to a Vote 
                    of Security Holders                       20

          Item 5.   Other Information                         20

          Item 6.   Exhibits and Reports on Form 8-K          21

          SIGNATURES                                          23<PAGE>
<PAGE>
                 JEFFERSON SAVINGS BANCORP, INC.
                       AND SUBSIDIARIES

                  Consolidated Balance Sheets

             March 31, 1999 and December 31, 1998

                         (Unaudited)
<TABLE>
<CAPTION>
                                                              March 31,       December 31,
                             Assets                             1999             1998
                             ------                        --------------    ------------
<S>                                                            <C>                <C>
Cash                                                         $  9,365,355       7,602,268
Interest-bearing deposits                                      32,845,060      11,271,419
                                                           --------------    ------------
               Cash and cash equivalents                       42,210,415      18,873,687
Investment securities available for sale, at fair value
     (amortized cost of $119,413,620 and $154,058,689 at
     March 31, 1999 and December 31, 1998, respectively)      119,215,343     154,610,594
Mortgage-backed securities available for sale, at fair
     value (amortized cost of $104,465,082 and $32,492,371
     at March 31, 1999 and December 31, 1998, respectively)   104,208,144      32,363,687
Loans receivable, net                                       1,180,169,154   1,118,489,946
Investment in real estate, net                                  2,372,613       2,880,759
Stock in Federal Home Loan Bank                                18,030,900      11,881,400
Office properties and equipment, net                           10,690,272      10,528,413
Excess cost over fair value of net assets acquired             21,431,794      22,141,345
Accrued income and other assets                                12,293,538      11,689,680
                                                          ---------------   -------------
                                                          $ 1,510,622,173   1,383,459,511
                                                          ===============   =============

     Liabilities and Stockholders' Equity
     ------------------------------------

Savings deposits                                          $ 1,026,227,382   1,038,176,484
Borrowed money                                                342,751,610     209,515,534
Advance payments by borrowers for taxes and insurance           5,457,369       2,963,938
Accrued expenses and other liabilities                         10,888,362       8,964,854
                                                          ---------------   -------------
          Total liabilities                                 1,385,324,723   1,259,620,810
                                                          ---------------   -------------

Commitments and contingencies

Stockholders' equity:
     Preferred stock ($.01 par value):  Authorized
        5,000,000 shares; none issued                                  --              --
     Common stock ($.01 par value):  Authorized
        20,000,000 shares; issued 10,098,373
        shares at March 31, 1999 and 
        December 31, 1998, respectively                           100,984         100,984
     Additional paid-in capital                                64,943,396      65,404,131
     Retained earnings, subject to certain restrictions        65,724,121      63,957,771
     Accumulated other comprehensive income (loss)               (275,714)        254,221
     Unamortized restricted stock awards                          (73,409)        (74,243)
     Unearned ESOP shares                                      (4,461,674)     (4,684,142)
     Treasury stock, at cost: 47,291 shares and 73,240
        shares at March 31, 1999 and December 31, 1998,
        respectively                                             (660,254)     (1,120,021)
                                                          ---------------   -------------
          Total stockholders' equity                          125,297,450     123,838,701
                                                          ---------------   -------------
                                                          $ 1,510,622,173   1,383,459,511
                                                          ===============   =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                     3<PAGE>
<PAGE>
                  JEFFERSON SAVINGS BANCORP, INC.
                         AND SUBSIDIARIES

               Consolidated Statements of Income

            Three months ended March 31, 1999 and 1998

                        (Unaudited)
<TABLE>
<CAPTION>
                                                                  1999            1998
                                                                --------        --------
<S>                                                               <C>               <C>
Interest and dividend income:
   Loans receivable                                         $ 21,114,513      18,601,110
   Mortgage-backed securities                                    837,566       1,241,403
   Investment securities                                       2,269,544       2,355,625
   Interest-bearing deposits and federal funds sold              340,569         319,777
   Stock in Federal Home Loan Banks                              199,548         263,874
                                                            ------------     -----------
          Total interest and dividend income                  24,761,740      22,781,789
                                                            ------------     -----------
Interest expense:
   Savings deposits                                           12,293,186      13,106,018
   Borrowed money                                              3,010,559         930,361
                                                            ------------     -----------
          Total interest expense                              15,303,745      14,036,379
                                                            ------------     -----------
          Net interest income                                  9,457,995       8,745,410
Provision for losses on loans                                         --              --
                                                            ------------     -----------
          Net interest income after
            provision for losses on loans                      9,457,995       8,745,410
                                                            ------------     -----------
Noninterest income:
   Servicing and other loan fees                                 162,907         263,971
   Fees for other services to customers                          245,625         233,771
   Gain on sales of mortgage-backed securities
      available for sale, net                                     36,990              --
   Gain on sales of loans receivable, net                        247,363         628,606
   Real estate operations, net                                   (97,940)         35,492
   Other                                                         171,765         151,072
                                                            ------------       ---------
          Total noninterest income                               766,710       1,312,912
                                                            ------------       ---------
Noninterest expense:
   General and administrative:
      Compensation and employee benefits                       3,083,888       3,319,965
      Occupancy                                                  774,019         749,474
      Advertising                                                129,142         105,959
      Federal deposit insurance premiums                         161,176         249,651
      Legal, examination, and other professional fees            435,517         320,985
      Other                                                    1,083,005       1,071,400
                                                            ------------       ---------
          Total general and administrative                     5,666,747       5,817,434
   Amortization of excess cost over fair value
     of net assets acquired                                      449,435         450,916
                                                            ------------       ---------
          Total noninterest expense                            6,116,182       6,268,350
                                                            ------------       ---------
          Income before income taxes                           4,108,523       3,789,972
Income tax expense                                             1,680,000       1,593,500
                                                            ------------       ---------
          Net income                                          $2,428,523       2,196,472
                                                            ============       =========

Earnings per share, basic                                          $ .26             .24
                                                            ============       =========

Earnings per share, diluted                                        $ .25             .22
                                                            ============       =========
</TABLE>
See accompanying notes to consolidated financial statements.
                             4<PAGE>
<PAGE>

                  JEFFERSON SAVINGS BANCORP, INC.
                         AND SUBSIDIARIES

        Consolidated Statement of Stockholders' Equity and 
                       Comprehensive Income

               Three months ended March 31, 1999

                           (Unaudited)
<TABLE>
<CAPTION>
                                                                                     Accumulated
                                        Common stock       Additional                   other
                                    -------------------      paid-in    Retained    comprehensive
                                    Shares      Dollars      capital    earnings       income
                                    ------      -------    ----------   --------    -------------
<S>                                <C>          <C>        <C>          <C>          <C>
Balance at December 31, 1998      10,098,373   $100,984    65,404,131   63,957,771       254,221 
Comprehensive income:
  Net income                              --         --            --    2,428,523            --
  Other comprehensive income,
    net of reclassification 
    adjustment                            --         --            --           --      (529,935)
      Total comprehensive income

Dividends declared ($.07 per share)       --         --            --     (662,173)           --

Amortization of restricted
  stock awards                            --         --            --           --            --

Amortization of ESOP shares               --         --       200,387           --            --

Stock options exercised                   --         --      (661,122)          --            --     

Purchase of Treasury stock                --         --            --           --            --
                                  ----------   --------    ----------   ----------   -----------
Balance at March 31, 1999         10,098,373   $100,984    64,943,396   65,724,121      (275,714)
                                  ==========   ========    ==========   ==========   ===========

<CAPTION>
                                   Unamortized                      Treasury stock          Total
                                   restricted        Unearned       --------------       stockholders'
                                   stock awards    ESOP shares       Stock   Dollars        equity
                                   ------------    -----------      ------   -------     -------------
<S>                                <C>             <C>             <C>       <C>          <C>
Balance at December 31, 1998         (74,243)      (4,684,142)     (73,240) (1,120,021)   123,838,701
Comprehensive income:
  Net income                              --               --           --         --       2,428,523
  Other comprehensive income,
    net of reclassification 
    adjustment                            --               --           --         --        (529,935)
                                                                                         ------------
      Total comprehensive income                                                            1,898,588

Dividends declared ($.07 per share)       --               --           --         --        (662,173)

Amortization of restricted
  stock awards                           834               --           --         --             834

Amortization of ESOP shares               --          222,468           --         --         422,855

Stock options exercised                   --               --       64,249    982,367         321,245

Purchase of Treasury stock                --               --      (38,300)  (522,600)       (522,600)
                                   ---------       ----------    ---------   --------    ------------
Balance at March 31, 1999            (73,409)      (4,461,674)     (47,291)  (660,254)    125,297,450
                                   =========       ==========    =========   =========   ============
</TABLE>

See accompanying notes to consolidated financial statements.

                              5<PAGE>
<PAGE>

                 JEFFERSON SAVINGS BANCORP, INC.
                       AND SUBSIDIARIES

             Consolidated Statements of Cash Flows

          Three months ended March 31, 1999 and 1998

                          (Unaudited)

<TABLE>
<CAPTION>
                                                        1999           1998
                                                        ----           ----
<S>                                                      <C>            <C> 

Cash flows from operating activities:
   Net income                                        $ 2,428,523    2,196,472
   Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                    1,331,376    1,585,035
      Net gain on sales of assets                       (252,304)    (682,271)
      Loans originated for sale                      (19,432,514) (26,462,663)
      Sale of loans originated for sale               19,467,627   21,516,463
      Stock dividend from Federal Home Loan Bank         (40,000)     (53,300)
      Other, net                                       1,300,695    2,930,417
                                                    ------------  -----------
             Net cash provided by operating
               activities                              4,803,403    1,030,153
                                                    ------------  -----------
Cash flows from investing activities:
   Principal repayments on:
      Loans receivable                               143,531,944  104,371,632
      Mortgage-backed securities                       1,681,809    8,112,051
   Proceeds from maturity of investment securities    39,075,000   45,520,000
   Proceeds from sale of:
      Loans receivable                                        --   15,961,546
      Mortgage-backed securities available for sale    4,676,186           --
   Cash invested in:
      Loans receivable - originated                 (106,029,735) (49,138,048)
      Loans receivable - purchased                   (99,009,679) (37,198,247)
      Mortgage-backed securities                     (78,324,238)          --  
      Investment securities                           (4,421,713) (69,993,750)
      Stock in Federal Home Loan Bank                 (6,109,500)          --
   Proceeds from sale of real estate                     429,647    1,403,968
   Other, net                                           (513,169)    (578,339)
                                                    ------------  -----------
             Net cash (used in) provided by
               investing activities                 (105,013,448)  18,460,813
                                                    ------------  -----------
Cash flows from financing activities:
   Decrease in savings deposits, net                 (11,981,378)  (1,032,801)
   Increase (decrease) in borrowed money, net        133,236,076   (3,004,956)
   Increase in advance payments by borrowers for
     taxes and insurance                               2,493,431    2,311,848
   Dividends paid                                             --     (649,937)
   Other, net                                           (201,356)      97,038
                                                    ------------  -----------
             Net cash provided by (used in)
               financing activities                  123,546,773   (2,278,808)
                                                    ------------  -----------
             Increase in cash and cash equivalents    23,336,728   17,212,158
Cash and cash equivalents at beginning of period      18,873,687   31,582,998
                                                    ------------  -----------
Cash and cash equivalents at end of period          $ 42,210,415   48,795,156
                                                    ============  ===========

Supplemental disclosures of cash flow information:
   Interest paid                                    $ 15,319,328   14,059,759

   Income taxes paid                                     139,435        6,459

   Noncash investing activities:
      Additions to real estate acquired in
        settlement of loans or through foreclosure        33,471    3,422,964
      Loans originated to finance the sale of 
        real estate                                       77,000           --
   Noncash financing activity - interest 
        credited to savings deposits                   9,187,625    9,648,131
                                                      ==========    =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                   6<PAGE>
<PAGE>

                 JEFFERSON SAVINGS BANCORP, INC.
                       AND SUBSIDIARIES

             Notes to Consolidated Financial Statements

                           March 31, 1999          

                           (Unaudited)

(1)  BASIS OF PRESENTATION
          The accompanying unaudited consolidated financial
     statements were prepared in accordance with instructions
     for Form 10-Q and, therefore, do not include all informa-
     tion and notes necessary for a complete presentation of
     financial position, results of operations, changes in
     stockholders' equity and comprehensive income, and cash
     flows in conformity with generally accepted accounting
     principles.  However, all adjustments (consisting only of
     normal recurring accruals) which, in the opinion of
     management, are necessary for a fair presentation of the
     unaudited consolidated financial statements have been
     included in the results of operations for the three months
     ended March 31, 1999 and 1998, respectively.

          Operating results for the three months ended March 31,
     1999 are not necessarily indicative of the results that may
     be expected for the year ending December 31, 1999. 

(2)  PRINCIPLES OF CONSOLIDATION
          The accompanying unaudited consolidated financial
     statements include the accounts of Jefferson Savings
     Bancorp, Inc. ("the Company") and its wholly owned
     subsidiary, Jefferson Heritage Bank ("Jefferson Heritage"
     or the "Bank").  On December 31, 1998, the Company merged
     First Federal Savings Bank of North Texas into Jefferson
     Savings and Loan Association, F.A. ("Jefferson Savings")
     and now operates as a single business segment.  On January
     20, 1999, Jefferson Savings changed its name to Jefferson
     Heritage Bank.  Jefferson Heritage's wholly owned
     subsidiaries are Jefferson Financial, Inc., Jefferson
     Financial Corporation and First Service Corporation, Inc. 
     All significant intercompany items have been eliminated.

(3)  EARNINGS PER SHARE
          The following table reconciles the numerators and
     denominators for basic and diluted earnings per share for
     the three-month periods ended March 31, 1999 and 1998: 

<TABLE>
<CAPTION>

                                                                   Three months ended March 31,
                                                                        1999         1998
                                                                        ----         ----
<S>                                                                     <C>            <C>

Numerator:
  Net income (basic and diluted earnings per share)                 $2,428,523     2,196,472
                                                                    ==========     =========
Denominator:
     Average shares outstanding (basic earnings per share)           9,466,949     9,300,761
     Effect of dilutive stock options                                  238,391       508,360
                                                                    ----------     ---------
       Average shares outstanding after assumed 
         conversions (diluted earnings per share)                    9,705,340     9,809,121
                                                                    ==========     =========

</TABLE>

          Only employee stock ownership plan shares that have
     been allocated or committed to be released are considered
     outstanding for earnings per share calculations.

                             7
<PAGE>


                 JEFFERSON SAVINGS BANCORP, INC.
                       AND SUBSIDIARIES

             Notes to Consolidated Financial Statements


(4)  COMPREHENSIVE INCOME
          Comprehensive income for the three-month periods ended 
     March 31, 1999 and 1998 is summarized as follows: 

<TABLE>
<CAPTION>
                                                                    1999              1998
                                                                   ------            ------
<S>                                                                <C>                 <C>

Net income                                                      $ 2,428,523        2,196,472 

Other comprehensive income (loss):
     Realized and unrealized holding gain (loss)
          arising during the period, net of tax                   (505,522)          62,236
     Less: reclassification adjustment for realized
          gain (loss) included in net income, net of tax            24,413               --
                                                               -----------        ---------
               Total other comprehensive income (loss)            (529,935)          62,236
                                                               -----------        ---------
Total comprehensive income                                     $ 1,898,588        2,258,708
                                                               ===========        =========
</TABLE>




                                  8
<PAGE>
<PAGE>


                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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


The following discussion reviews the financial condition and the
results of operations of the Company as of and for the three
months ended March 31, 1999.

FINANCIAL CONDITION

     The Company's primary strategy is to continue building its
core retail banking business, which is the origination of loans
funded by savings deposits. The Company has targeted new loan
markets to provide another source of loan production.  It
recently announced the formation of Jefferson Heritage Mortgage
Company, a wholly owned subsidiary of Jefferson Heritage.  The
mortgage company will initially penetrate markets outside the
Bank's primary lending areas with the production of permanent
mortgage and higher yielding construction loans.  The secondary
markets include El Paso and Austin, Texas, Phoenix and Tucson,
Arizona, Las Vegas, Nevada, and Oklahoma City, Oklahoma.  The
Company has also developed new products designed to attract
noninterest bearing deposits and increase fee income.  To
highlight this strategy, the Company changed the name of its
principal retail subsidiary, Jefferson Savings and Loan
Association, F.A., to Jefferson Heritage Bank during the first
quarter of 1999. 

     The Company's total assets increased $127.2 million, or
9.2%, to $1.51 billion at March 31, 1999 from $1.38 billion at
December 31, 1998.  Loans receivable increased $61.7 million, or
5.5%, to $1.18 billion at March 31, 1999 from $1.12 billion at
December 31, 1998.  

     The Company supplements asset growth with the purchase of
investment and mortgage-backed securities.  It chooses between
these two types of investments depending on the instruments'
interest rate risk characteristics and the yields available in
the market.  Mortgage-backed securities increased $71.8 million,
or 222.0%, to $104.2 million at March 31, 1999 from $32.4
million at December 31, 1998.  Investment securities decreased
$35.4 million, or 22.9%, to $119.2 million at March 31, 1999
from $154.6 million at December 31, 1998.  The increase in
mortgage-backed securities was funded by the decrease in
investment securities of $35.4 million and advances from the
Federal Home Loan Bank ("FHLB") of Des Moines and was undertaken
as part of the Company's strategy to better leverage its
capital.

     The Company has substantial borrowing capacity with the
FHLB and generally chooses between savings deposits and
borrowings, depending on their relative costs, when funding its
investing activities.  Savings deposits decreased $11.9 million,
or 1.2%, from $1.04 billion at December 31, 1998 to $1.03
billion at March 31, 1999.  Borrowed money increased $133.2
million, or 63.6%, from $209.5 million at December 31, 1998 to
$342.8 million at March 31, 1999.  The growth in borrowed money
was used to fund asset growth during the quarter.

     Stockholders' equity increased $1.5 million, or 1.2%, to
$125.3 million at March 31, 1999 from $123.8 million at December
31, 1998.  The ratio of stockholders' equity to assets declined
to 8.29% at March 31, 1999 compared to 8.95% at December 31,
1998 consistent with management's plan to better leverage stock-
holders' equity.  The Company's book value per share at March
31, 1999 was $13.20 compared to $13.13 at December 31, 1998. 
Unearned ESOP shares of 561,387 and 591,503 were


                                 9<PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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


excluded in calculating book value per share at March 31, 1999
and December 31, 1998, respectively.  The Company's board of
directors approved, on September 3, 1998, the repurchase of up
to 300,000 shares of its common stock in the open market.  The
Company repurchased 38,300 shares during the first quarter of
1999 and 104,500 shares remain to be purchased under the current
program.  There were 10,051,082 common shares outstanding at
March 31, 1999.

RESULTS OF OPERATIONS

     NET INCOME.  Net income for the first quarter of 1999
increased to $2.4 million compared to $2.2 million for the first
quarter of 1998.  Basic and diluted earnings per share increased
to $0.26 and $0.25, respectively for the first quarter of 1999
compared to $0.24 and $0.22, respectively for the comparable
period a year ago.  Annualized return on average equity and
annualized return on average assets for the first quarter of
1999 were 7.77% and 0.69%, respectively compared to 7.48% and
0.71%, respectively for the first quarter of 1998.

     NET INTEREST INCOME.  Net interest income for the first
quarter of 1999 increased $713,000, or 8.1%, to $9.5 million
compared to $8.7 million for the first quarter of 1998.  The
increase was the result of an increase in the average balance of
net interest-earning assets partially offset by a decrease in
the Company's interest rate spread from 2.64% for the quarter
ended March 31, 1998 to 2.48% for the quarter ended March 31,
1999.   The growth in net interest-earning assets was primarily
the result of strong growth in loans receivable.  The decrease
in the interest rate spread was primarily the result of a
decrease in the average yield on loans receivable due to the
continued low interest rate environment.

     INTEREST AND DIVIDEND INCOME.  Total interest and dividend
income increased $2.0 million, or 8.7%, from $22.8 million for
the first quarter of 1998 to $24.8 million for the first quarter
of 1999.  The increase resulted from an increase in the average
balance of interest-earning assets from $1.18 billion for the
first quarter of 1998 to $1.36 billion for the first quarter of
1999 partially offset by a decline in the average yield on
interest earning assets from 7.71% to 7.31% during the same
periods.  

     Interest income on loans receivable increased $2.5 million,
or 13.5%, as the result of a $198.6 million increase in the
average balance of loans receivable between the comparable
periods partially offset by a decrease in the average yield from
8.15% for the first quarter of 1998 to 7.59% for the first
quarter of 1999.  Loan originations grew 66%, to approximately
$125 million for the first quarter of 1999 compared to
approximately $76 million for the comparable period in 1998. 
The Company experienced an increase in construction loan
activity in its Dallas, Texas market and in its new market areas
of Austin and El Paso, Texas and Phoenix, Arizona.  In addition,
the Company saw an increase in commercial real estate lending in
its St. Louis, Missouri market.  As expected in the current rate
environment, the Company continued to experience significant
loan repayments.  Principal repayments totaled approximately
$144 million for the first quarter of 1999 compared to approxi-
mately $104 million for the first quarter of 1998.  The 1999
repayment activity equates to an annualized repayment rate of
approximately 51% of the portfolio balance at December 31, 1998. 
Refinancings continued to erode the Company's higher yielding
loans resulting in a shift in the Company's loan portfolio into
lower margin loans.  The Company began supplementing its loan
origination activity with loan purchases during the

                               10<PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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


latter part of 1998 to help offset the effect of this high
repayment activity.  Loan purchases totaled $99 million for the
first quarter of 1999 compared to $37 million for the first
quarter of 1998. 

     Combined interest income on all other interest-earning
assets decreased $533,000, or 12.8%, mainly as the result of a
$24.6 million decrease in the combined average balance.  Funds
from repayments, sales, and maturities were reinvested in higher
yielding loans receivable.

     INTEREST EXPENSE.  Interest expense increased $1.3 million,
or 9.0%, from $14.0 million for the first quarter of 1998 to
$15.3 million for the first quarter of 1999 due to an increase
in interest expense on borrowed money partially offset by a
decline in interest expense on savings deposits.  Interest
expense on borrowed money increased $2.1 million mainly as the
result of a $176.0 million increase in the average balance as
the Company used borrowed money to fund asset growth.  Interest
expense on savings deposits decreased $813,000 as the result of
a decrease in the average cost from 5.03% for the first quarter
on 1998 to 4.79% for the first quarter of 1998 combined with a
$16.0 million decrease in the average balance.

     PROVISION FOR LOSSES ON LOANS.  The allowance for losses on
loans is maintained at a level considered adequate to absorb
potential loan losses determined on the basis of management's
continuing review and evaluation of the loan portfolio and its
judgement as to the impact of economic conditions on the
portfolio.  The evaluation by management includes consideration
of past loan loss experiences and trends, changes in the
composition of the loan portfolio, the current volume and
condition of loans outstanding and the probability of collecting
all amounts due.  Based on this evaluation, no provision for
losses on loans was recorded during the first quarter of 1999 or
1998.  At March 31, 1999, the allowance for losses on loans was
$6.7 million, which represented .56% of net loans receivable
compared to $6.7 million, or .60% of net loans receivable at
December 31, 1998.  Loan charge-offs declined to $4,000 for the
first three months of 1999 compared to $209,000 for the first
three months of 1998.  At March 31, 1999, the ratio of
nonaccruing loans to net loans receivable was .62% compared to
 .33% at December 31, 1998.  The increase in the ratio was due to
a $2.9 million increase in nonaccruing loans partially offset by
a $61.7 million, or 5.5%, increase in net loans receivable.

     NONINTEREST INCOME.  Total noninterest income decreased
$546,000, or 41.6%, from $1.3 million for the quarter ended
March 31, 1998 to $767,000 for the quarter ended March 31, 1999
primarily due to lower gains on sale of loans and real estate
operations and reduced servicing and other loan fees.  Gain on
sale of loans decreased $381,000, or 60.6%, from $629,000 for
the first quarter of 1998 to $247,000 for the first quarter of
1999.  Loan sales declined from $37.5 million to $19.5 million
during the same periods as the result of a decline in the demand
for the Company's thirty-year, fixed-rate loan products which
the Company sells at the time of origination to limit its
exposure to interest rate risk.  Real estate operations
decreased $133,000 primarily due to $66,000 in losses on the
sale of foreclosed properties in 1999 compared to gains of
$39,000 during the first quarter of 1998.  Servicing and other
fees decreased $101,000, or 38.3%, primarily due to a $46,000
decrease in loan conversion fees collected and a $27,000
increase in expense related to the amortization of capitalized
mortgage servicing rights.  

     NONINTEREST EXPENSE.  Noninterest expense decreased
$152,000, or 2.4%, from $6.3 million for


                               11<PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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


the quarter ended March 31, 1998 to $6.1 million for the quarter
ended March 31, 1999 primarily due to decreases in compensation
and employee benefits and federal, deposit insurance premiums,
partially offset by an increase in legal, examination and other
professional fees.  Compensation and employee benefits decreased
$236,000, or 7.1%, from $3.3 million during the first quarter of
1998 to $3.1 million during the first quarter of 1999.  The
decrease was primarily due to a $325,000 reduction in expense
related to the Company's employee stock ownership plan ("ESOP")
partially offset by a $126,000 increase in salary expense and a
$97,000 increase in retail sales commissions.  ESOP expense is
based on the average market value of the Company's stock which
decreased approximately 42.3% between the respective periods. 
Federal deposit insurance premiums decreased $88,000, or 35.4%,
from $250,000 for the quarter ended March 31, 1998 to $161,000
for the quarter ended March 31, 1999 due to a decrease in the
balance of savings deposits and a reduction in the premium rate
from 0.091% to 0.061% effective January 1, 1999.  These
decreases were partially offset by a $115,000, or 35.7%,
increase in legal, examination and other professional fees which
was due primarily to expenses related to acquisition and merger
activities.  

     INCOME TAX EXPENSE.  The Company provides for state and
federal income tax expense based upon earnings before income
taxes.  Under the asset and liability method of accounting for
income taxes, the Company establishes deferred tax assets and
liabilities for the temporary differences between the financial
reporting basis and the tax basis of the Company's assets and
liabilities at enacted tax rates expected to be in effect when
such amounts are realized or settled.  The effective tax rate
prior to the non deductible amortization of excess cost over
fair value of net assets acquired for the three months ended
March 31, 1999 was 36.9% compared to 37.6% for the like period
in 1998.  


                                12
<PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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


NONPERFORMING ASSETS

Summarized below are nonperforming assets at March 31, 1999 and
December 31, 1998

<TABLE>
<CAPTION>

                                                  March 31,      December 31,
                                                    1999            1998
                                                    ----            ----
                                                   (dollars in thousands)

<S>                                                <C>               <C>
     Restructured loans                          $ 1,165           1,245
                                                --------          ------
     Nonaccruing loans:
          Residential real estate                $ 2,929           1,740
          Commercial real estate                   2,589             121
          Construction                             1,738           1,766
          Commercial                                  35              --
          Consumer                                    74              82
                                                --------          ------
               Total nonaccruing loans             7,365           3,709
               Applicable allowance for losses      (822)            (30)
                                                --------          ------
               Nonaccruing loans, net              6,543           3,679
                                                --------          ------

     Foreclosed real estate, net                   2,373           2,881
                                                --------          ------

     Nonperforming assets, net                  $ 10,081           7,804
                                                ========           =====
     Nonperforming assets, net as a
          percentage of total assets                0.67%           0.56%
                                                ========           =====

</TABLE>

     Total nonperforming assets increased $2.3 million ($3.1
million prior to the increase in applicable allowance for losses
on nonperforming assets) from $7.8 million at December 31, 1998
to $10.1 million at March 31, 1999 primarily as the result of a
$2.5 million increase in nonaccruing commercial real estate
loans and a $1.2 million increase in nonaccruing residential
real estate loans.  This was partially offset by a $508,000
decrease in foreclosed assets.  The increase in nonaccruing
commercial real estate loans was primarily due to a $2.3 million
loan secured by a retail shopping center in St. Louis, Missouri. 
The increase in nonaccruing residential loans was due to the net
addition of twelve single-family permanent loans classified as
nonaccrual during the first three months of 1999.  The decrease
in foreclosed real estate was primarily due to the sale of
approximately $507,000 in foreclosed real estate during the
three-month period ending March 31, 1999 partially offset by one
foreclosure for $33,000 during the same period. 

     Not included in restructured loans is a loan secured by
commercial real estate.  Management determined that this loan
should not be considered a nonperforming asset since the
borrower has been current in meeting restructured terms since
the date of restructuring, the restructured loan provides for
principal amortization, and the loan has an interest rate and
other features that are at least equivalent to market terms. 
The unpaid balance of this loan was approximately $3,029,000 and
$3,035,000 at March 31, 1999 and December 31, 1998, respective-
ly.  At March 31, 1999, the Company had five loans totaling
$260,000 that were more than 90 days past the maturity date
stated in the note with regard
                                 13 <PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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


to principal repayment.  The Company has continued collecting
interest payments on the loans which were less than 90 days past
due and still accruing interest.  Loans are generally placed on
nonaccrual status when either principal or interest is more than
90 days past due or at such time when management concludes that
payment in full is not likely, whichever is sooner.  Any
subsequent interest payments received are recorded as interest
income in the period received.

     Impaired loans, which are represented by loans on
nonaccrual status and loans where management believes it is
probable that they will be unable to collect principal and
interest under the contractual terms of the loans, were $7.4
million and $6.2 million at March 31, 1999 and December 31,
1998, respectively.  At March 31, 1999 $2.4 million of impaired
loans had specific reserves of $835,000 and the remaining
impaired loans of $5.0 million had no specific reserves.  At
December 31, 1998 $62,000 of impaired loans had specific
reserves of $30,000 and the remaining impaired loans of $6.1
million had no specific reserves.  The increase in impaired
loans was primarily due to a $3.7 million increase in nonaccrual
loans during the first three months of 1999.

     Activity in the allowance for loan losses is summarized as
follows:

                                   Three months ended March 31,
                                       1999              1998
                                       ----              ----
   Balance at beginning of period   $ 6,659,294       8,182,268
   Provision charged to expense              --              --
   Recoveries                               244           1,761
   Charge-offs                           (4,332)       (209,485)
                                    -----------       ---------
   Balance at end of period         $ 6,655,206       7,974,544
                                    ===========       =========

LIQUIDITY AND CAPITAL RESOURCES

     The Company currently has no business other than that of
Jefferson Heritage.  The Company is dependent on future
earnings, dividends from Jefferson Heritage, or borrowings for
sources of funds.  Jefferson Heritage is subject to certain
regulatory limitations with respect to the payment of dividends
to the Company.

     The capital regulations of the OTS require thrift
institutions to maintain tangible capital equal to 1.5% of total
adjusted assets, a minimum 3% leverage (core capital) ratio, and
an 8% risk-based capital ratio.  The risk-based capital require-
ment is calculated based on the credit risk presented by both
on-balance-sheet assets and off-balance-sheet commitments and
obligations.  Assets are assigned a credit-risk weighting based
upon their relative risk ranging from 0% for assets backed by
the full faith and credit of the United States or that pose no
credit risk to the institution to 100% for assets such as
delinquent or repossessed assets.  As of March 31, 1999,
Jefferson Heritage met all OTS capital requirements.

     Jefferson Heritage is also subject to the capital based
framework for prompt corrective action.


                             14<PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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


To be categorized as well capitalized, an institution must
maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as set forth in the table below.  For purposes
of this regulation, Tier I capital has the same definition as
core capital.  As of March 31, 1999, Jefferson Heritage was
considered well capitalized.

     Following are the actual and required capital amounts and
ratios of Jefferson Heritage as of March 31, 1999:

<TABLE>
<CAPTION>  
                                                                      Prompt Corrective
                                                                     action requirements -
                                Actual            Requirements         well capitalized
                          -----------------    -------------------    ------------------
                          Amount      Ratio     Amount       Ratio      Amount      Ratio
                          ------      -----     ------       -----      ------      -----
<S>                        <C>         <C>        <C>           <C>    <C>         <C>  

Tangible capital: (1)   $ 95,550,217   6.42%  $ 22,340,915   1.50%              NA   

Core capital: (1)         95,550,217   6.42%    44,681,830   3.00%   $74,469,716    5.00%

Risk-based capital: (2)  101,008,195  11.10%    72,796,809   8.00%    90,996,011   10.00%

Tier I capital: (2)       95,550,217  10.50%             NA           54,597,607    6.00%

<FN>

(1)  To adjusted total assets
(2)  To risk-weighted assets

</FN>
</TABLE>

     Jefferson Heritage is required by federal regulations to
maintain specified levels of liquid assets, consisting of cash
and eligible investments.  The current level of liquidity
required by the OTS is 4% of the sum of net withdrawable
deposits and borrowings due within one year.  Jefferson Heritage
has consistently maintained liquidity in excess of required
amounts.  Jefferson Heritage's liquidity ratio was 19.80% and
18.42% at March 31, 1999 and December 31, 1998, respectively.  

     The Company's primary sources of funds are deposits,
principal and interest payments on loans and mortgage-backed
securities, proceeds from maturing investment securities and
cash flows from operations.  In addition, Jefferson Heritage has
substantial borrowing capacity with the Federal Home Loan Bank
and the ability to borrow against it's investment portfolio.

     The principal uses of funds by the Company include the
origination and purchase of loans secured by real estate and the
purchase of investment securities and mortgage-backed
securities.

     Cash flows used by investing activities totaled $105.0
million during the first three months of 1999.  Cash flows from
these investing activities, which consisted primarily of $145.2
million in principal repayments on loans and mortgage-backed
securities, $39.1 million in proceeds from maturity of
investment securities and $4.7 million in sales of
mortgage-backed securities, and were used primarily to fund the
Company's investing activities of originating and purchasing
loans and purchasing mortgage-backed securities during the three
months ended March 31, 1999 and to increase liquidity.


                            15<PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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



     The Company anticipates that it will have sufficient funds
available to meet its current commitments.  At March 31, 1999,
the Company had commitments to originate loans of $46.0 million,
to purchase residential adjustable-rate mortgages of $1.6
million, to purchase investment securities of $7.8 million and
to sell fixed-rate loans of $10.0 million.  Certificates of
deposit, which are scheduled to mature in one year or less at
March 31, 1999, totaled $578.6 million.  Management believes
that a significant portion of such deposits will remain with the
Company.  In addition, at March 31, 1999, Jefferson Heritage has
an available line of credit with the FHLB of Des Moines totaling
$25.0 million.

IMPACT OF INFLATION AND CHANGING PRICES

     The unaudited consolidated financial statements and related
data presented herein have been prepared in accordance with
generally accepted accounting principles, which require the
measurement of financial position and results of operations in
the measurements of historical dollars without considering
changes in the relative purchasing power of money over time
because of inflation.  Unlike most industrial companies,
virtually all of the assets and liabilities of the Company are
monetary in nature.  As a result, interest rates have a more
significant impact on the Company's performance than the effects
of general levels of inflation.  Interest rates do not
necessarily move in the same direction or in the same magnitude
as the prices of goods and services.  In the present interest
rate environment, the liquidity, maturity structure, and quality
of the Company's assets and liabilities are important factors in
the maintenance of acceptable performance levels.

IMPACT OF NEW ACCOUNTING STANDARDS

     ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES.  In June 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities,"
which establishes standards for derivative instruments,
including certain derivative instruments embedded in other
contracts, and for hedging activities.  SFAS No. 133 requires an
entity to recognize all derivatives as either assets or
liabilities in the statement of financial position and measure
those instruments at fair value.  SFAS No. 133 is effective for
fiscal years beginning after June 15, 1999.  Earlier application
of SFAS No. 133 is encouraged but should not be applied
retroactively to financial statements of prior periods.  The
Company is currently evaluating the requirements and impact of
SFAS No. 133. 

YEAR 2000 READINESS DISCLOSURE

     The Company is subject to risks associated with the "Year
2000" issue, a term which refers to uncertainties about the
ability of various date processing hardware and software systems
to interpret dates correctly after the beginning of the Year
2000.  The Company began working on its Year 2000 plan in 1997
and formed a Project Committee ("Committee") that reports
monthly to the Board of Directors.  The Committee has formulated
a Comprehensive Year 2000 Plan ("Plan") which follows guidelines
outlined by the Federal Financial Institutions Examination
Council ("FFIEC").  The FFIEC requires all banks to develop a
plan that includes five phases relating to awareness,
assessment, renovation, validation and implementation.  The
Plan establishes a timetable and summarizes each major phase of
the project and the estimated costs to renovate and test systems
in preparation for the Year 2000.


                               16
<PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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

     The awareness phase included a Company-wide campaign to
communicate the problem and the potential ramifications to the
organization.  Concurrent with this phase, the committee began
the assessment phase, which included the inventorying of systems
that may be impacted.  The business use of each inventoried item
was then analyzed and prioritized in varying degrees from
critical to non-critical, based upon the perceived adverse
effect on the financial condition of the Company in the event of
a loss or interruption in the use of each system.  The renova-
tion, validation and implementation phases consist of testing
the individual systems and replacing or reconfiguring systems
that are not Year 2000 compliant.  The Company has completed the
awareness and assessment phases of the project. 

     The Company has identified its most critically important
system as its on-line account processing system which the
Company maintains on its own mainframe computer using third
party vendor application software.  The Company has extensively
tested the ability of the mainframe computer to handle the Year
2000 date change under a variety of circumstances and believes
that its mainframe hardware and software, as currently
configured, will not be adversely affected by the Year 2000
problem.  The Company has identified various other less critical
internal data-processing and software systems that could
potentially be affected by the Year 2000 problem.  These consist
primarily of desk-top personal computers and the word-processing
and other software used on them.  These systems have been tested
and have either been found to be Year 2000 ready or replaced
with systems that are Year 2000 ready.  In the normal course of
business, the Company continually upgrades its computer systems
and software.  These upgrades are tested as they are installed.

     To date, the primary expense involved in the implementation
of the Company's Year 2000 Plan has been management and staff
time which the Company estimates to have been approximately
2,600 hours through March 31, 1999.  To the extent that any
modifications to third party vendor software have been required,
these modifications have been made by the vendors without any
direct additional cost to the Company.  The costs of equipment
upgrades have either not been material or involved equipment
that had already reached the end of its useful life and was due
for replacement in any event.

     As part of its Year 2000 Plan, the Company has been
identifying and assessing the Year 2000 risks posed by third
parties including customers and other entities whose operations
may affect the Company's business.  In this regard, the Company
has been working to increase the Year 2000 awareness of its loan
customers through mailings and other communications.  The
Company has surveyed its larger commercial loan customers as to
their Year 2000 readiness and considers Year 2000 exposure in
underwriting commercial loans.  The majority of the Company's
loan customers, however, are either individuals or small
businesses which are not highly dependent on information
technology in their day-to-day operations and are therefore not
considered to pose a direct Year 2000 risk.  Although the
Company's loan customers may be collaterally affected by the
Year 2000 problems of others (such as the failure of their
employers to make timely salary payments), the Company believes
that its portfolio is sufficiently diversified that such
failures will not have a material impact on operations.  

     In its day-to-day operations, the Company also deals with a
number of other third parties whose Year 2000 readiness may
affect the Company's operations.  These third parties include
FNMA and


                             17<PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

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


FHLMC to which it sells mortgage loans, various mortgage banks
from which it purchases mortgage loans, credit bureaus, the
FHLBs and a variety of other third parties.  Pursuant to its
Year 2000 Plan, the Company has corresponded with each of these
entities and received assurances as to their Year 2000
readiness.  When feasible, the Company has participated in
testing of all automated links to these entities. On the basis
of these inquires and testing, the Company does not believe that
Year 2000 issues related to these entities will have a material
impact on the Company operations.

     The Plan also includes provisions which address the Year
2000 compliance of environmental systems, which include items
such as security systems and heating and air conditioning
systems.  No significant business risks have been revealed
regarding these types of systems.  Additional investigating is
scheduled for second quarter 1999.

     Concurrent with the development and execution of the Plan
is the evolution of the Company's Year 2000 Contingency Plan
("Contingency Plan").  The Contingency Plan addresses a wide
variety of issues including: failure of a system during Year
2000 testing, failure of electrical, telecommunications, or
water systems, failure of a system during the century date
change and liquidity plan.  Special consideration has been given
to the weekend of the century date change.  The Contingency Plan
is intended to be a changing document based on the ongoing
results of the project and is updated on a regular basis.

     The risks associated with the Year 2000 issue can be
grouped into two categories.  The first is the risk that one or
more of the Company's internal systems will be adversely
affected by the century date change.  On the basis of its
testing and preparation, the Company believes that the risk of a
failure in a critical system is low.  Accordingly, the Company
believes that its primary internal risk is a failure in a less
critical environment that will not materially disrupt
operations.

The second risk category consists of external risks which are
largely outside of the Company's control.  The Company would be
most seriously affected if Year 2000 failures of others caused
basic services such as electrical power, telecommunications or
government agencies to be disrupted.  Although the preparation
of such providers has been reviewed, there can be no assurance
that Year 2000 failures of third parties will not have a
material adverse impact on the Company.  


                              18

<PAGE>
<PAGE>

                     JEFFERSON SAVINGS BANCORP, INC.
                          AND SUBSIDIARIES

              Quantitative and Qualitative Disclosures
                       About Market Risk


     The Company does not believe that its exposure to market
risk has materially changed from the levels reported at December
31, 1998 in its Annual Report on Form 10-K.  The Company's
principal market risk continues to consist of its exposure to
changes in interest rates.  Since the end of the last fiscal
year, declining long-term interest rates have resulted in the
prepayment or conversion to fixed rates of certain
adjustable-rate residential mortgages.  In order to maintain its
rate sensitivity position, the Company has sold the resulting
fixed-rate loans on the secondary market and invested the
proceeds from these sales and from prepayments in additional
adjustable-rate mortgages or in other rate-sensitive investment
and mortgage backed securities.  The decline in interest rates
has benefited the net portfolio value of its assets, which are
measured, by the present value of the expected cash flows from
its assets, liabilities and off balance sheet contracts.  The
Company continues to monitor changes in the interest rate
environment and adjust its asset/liability mix as necessary.


                             19

<PAGE>
<PAGE>

                  PART II - OTHER INFORMATION



Item 1.   Legal Proceedings
          -----------------
          Not applicable.

Item 2.   Changes in Securities and Use of Proceeds
          -----------------------------------------
          Not applicable.

Item 3.   Defaults Upon Senior Securities
          -------------------------------
          Not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------
          None.

Item 5.   Other Information
          -----------------
               On May 5, 1999, the Company entered into an
          agreement (the "Shareholder Agreement") with Gary L.
          Holland, The Gary Holland Trust, Brad Barkau, William
          Drake, Mary K. Drake, The Mary K. Drake Family Limited
          Partnership, The William K. Drake Defined Benefit
          Plan, Contango Limited Partnership, Howard Watson,
          Susan M. Watson and Intrepid, Ltd. (the "Share-
          holders") pursuant to which the Board of Directors
          agreed to increase the size of the Board of Directors
          to seven members and to nominate, recommend to
          stockholders and solicit proxies in favor of the
          election of Gary L. Holland, Brad Barkau and Lloyd D.
          Doerflinger as management's nominees for election for
          three-year terms as directors at the 1999 Annual
          Meeting and Mr. Holland agreed to terminate his
          solicitation of proxies for a separate slate of
          nominees and to withdraw certain regulatory filings
          made in connection therewith. Upon their election to
          the Board of Directors, the Company has agreed to
          elect Messrs. Holland and Barkau to the Bank's Board
          of Directors and to cause them to remain on such board
          for as long as they serve as directors of the Company. 
          The Company has further agreed to appoint either Mr.
          Holland or Mr. Barkau (but not both) to the Executive
          Committee, the Outside Loan Committee, and the
          Employee Compensation and Benefit Committee of the
          Company or the Bank (as requested by Messrs. Holland
          and Barkau) and to allow them to remain on such
          committees for so long as they serve as directors of
          the Company.  Under the Shareholder Agreement,  the
          Company will not take any action to prevent Messrs.
          Holland and Barkau from participating in the
          management and affairs of the Company to the same
          extent as other directors and will extend the same
          benefits and treatment to Messrs. Holland and Barkau
          as are extended to other directors.  In the event that
          either Mr. Holland or Mr. Barkau is unwilling or
          unable to serve his initial term, the Board of
          Directors agreed to promptly fill the vacancy
          with a nominee recommended by whichever of Mr. Holland
          or Mr. Barkau remains in office and agreed to by
          two-thirds of the directors then in office.  The
          Company has agreed not to seek the removal of either
          Mr. Holland or Mr. Barkau as a director absent a
          determination by the unanimous vote of the Board of
          Directors (other than Messrs. Holland and Barkau) that
          there is clear and convincing evidence that removal
          should be submitted to shareholders in accordance with
          the Company's Certificate of Incorporation.  The
          Company also has agreed not to reconfigure, reclassify
          or increase or decrease the size of its Board of
          Directors, except in accordance with its Certificate
          of Incorporation, during the initial term of Messrs. 
          Holland and Barkau,  In addition,
                           20<PAGE>
<PAGE>
the Company has agreed not to allege that activities of the
Shareholders violate certain provisions of the federal
securities and banking laws or of the Company's Certificate of
Incorporation.  For as long as Messrs. Holland and Barkau serve
on the Board of Directors pursuant to the  Shareholder
Agreement, the Company has agreed not to issue any preferred
stock with voting rights (other than in the event of default in
the payment of dividends) or securities convertible into or
rights to acquire such preferred stock unless the issuance has
been approved either by a unanimous vote of the Board of
Directors or by 80% of the outstanding shares.  Pursuant to the
Shareholder Agreement, the Company has agreed to reimburse Mr.
Holland for up to $100,000 in expenses incurred by him in
connection with his proxy solicitation and related matters and
to reimburse Messrs. Holland and Barkau for up to $15,000 in
legal fees per calendar year in the event they believe they need
separate counsel in order to carry out their duties as
directors.  The Company also agreed to use its reasonable
efforts to cause any new director nominated by the
Board of Directors to agree to be bound by the Shareholder
Agreement.  The Shareholders each agreed to vote in favor of
management's three class I nominees at the Annual Meeting and
also agreed, among other things, that until the earlier of the
day after the 2000 annual meeting or July 31, 2000:  (i) except
in connection with a merger, consolidation or other combination
or a sale of substantially all the Company's assets, they will
not participate in any proxy solicitation in opposition to the
recommendation of a majority of the Board of Directors or
initiate a shareholder proposal; (ii) they will vote for
management's nominees at the 2000 annual meeting provided that
Messrs. Holland and Barkau will have certain rights to object to
a nominee other than Messrs. Canfield, Throop or Joe L.
Williams; and (iii) except to the extent that action is required
of Messrs. Holland and Barkau to fill a vacancy in the Board
created in the event that the other is unwilling or unable to
serve, they will not nominate any individual to the Board of
Directors other than management's nominees. In addition to the
Company, the present directors and, in certain circumstances,
officers have agreed to the covenants described above.

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

          (a)  Exhibits.  The following is a list of exhibits
          filed as part of this Quarterly Report on Form 10-Q
          and is also the Exhibit Index.

No.       Description
__        ___________
3.1       Certificate of Incorporation                 *
3.2       Bylaws                                       **
4.1       Specimen Stock Certificate                   ***
4.2       Rights Agreement, dated August 17, 1994, 
          between Jefferson Savings Bancorp, Inc.
          and Boatmen's Trust Company                  ****
10.1      Jefferson Savings Bancorp, Inc. 1993 Stock
          Option and Incentive Plan                    *
10.2      Jefferson Savings Bancorp, Inc. Management
          Recognition Plan "A"                         *
10.3      Jefferson Savings Bancorp, Inc. Management
          Recognition Plan "B"                         *
10.4      Jefferson Savings Bancorp, Inc. Management
          Recognition Plan "C"                         *
10.5      Jefferson Savings Bancorp, Inc. Management 
          Recognition Plan "D"                         *
10.6      Jefferson Savings Bancorp, Inc. Directors'
          Retirement Plan                              *****
10.7      Employment Agreement between Jefferson
          Savings Bancorp, Inc., Jefferson Savings
          and Loan Association and David V. McCay      *
10.8      Supplemental Retirement Agreement between 
          Jefferson Savings and Loan Association and
          David V. McCay                               **
10.9      Form of Director's Deferred Compensation 
          Agreement                                    *

                            21<PAGE>
<PAGE>
10.10     Jefferson Savings and Loan Association 
          Bonus Plan                                   *
10.11     Employment Agreement between Jefferson
          Savings Bancorp, Inc. and Joe L. Williams
10.12     Sixth Amendment to Employment Agreement,
          dated May 20, 1998, between Jefferson
          Savings Bancorp, Inc., Jefferson Savings
          and Loan Association and David V. McCay.     ******
10.13     First Amendment to Jefferson Savings and
          Loan Association Supplemental Retirement
          Agreement, dated May 20, 1998, by and
          between Jefferson Savings and Loan 
          Association and David V. McCay.              ******
10.14     Amendment No. 2 to Jefferson Savings
          Bancorp, Inc. 1993 Stock Option and 
          Incentive Plan, dated May 20, 1998.          ******
10.15     Trust Agreement for Jefferson Savings
          and Loan Association Supplemental 
          Retirement Agreement, dated May 20,
          1998, by and between Jefferson Savings
          and Loan Association and Mercantile
          Bank, N.A.                                   ******
10.16     Shareholder Agreement, dated May 5, 
          1999, by and among Jefferson Savings
          Bancorp, Inc., Gary L. Holland, The
          Gary Holland Trust, Brad Barkau, 
          William Drake, Mary K. Drake, The 
          Mary K. Drake Family Limited Partnership,
          The William K. Drake Defined Benefit Plan,
          Contango Limited Partnership, Howard Watson,
          Susan M. Watson and Intrepid, Ltd.
27        Financial Data Schedule (EDGAR only)
_______________
*       Incorporated by reference from Registration Statement on 
        form S-1 filed December 23, 1992 (File No. 33-56324)
**      Incorporated by reference from Form 10-K/A filed 
        April 30, 1999.
***     Incorporated by reference from Registration Statement on
        Form 8-A filed March 30, 1993 (File No. 0-21466)
****    Incorporated by reference from Registration Statement on
        Form 8-A filed August 19, 1994.
*****   Incorporated by reference from Pre-Effective Amendment
        No. 2 to Registration Statement on Form S-1 filed
        February 10, 1993 (File No. 33-56324)
******  Incorporated by reference from Quarterly Report on
        Form 10-Q for the quarter ended June 30, 1998.

        (b)  Reports on Form 8-K.  The Registrant did not file
        any Current Reports on Form 8-K during the quarter
        ending March 31, 1999.  


                                22
<PAGE>
<PAGE>

                         SIGNATURES


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


                          JEFFERSON SAVINGS BANCORP, INC.
                          Registrant



Date:  May 14, 1999       /s/ Paul J. Milano
                          ------------------------------------
                          Paul J. Milano
                          Senior Vice President and Chief
                          Financial Officer
                          (Duly Authorized Representative and
                          Principal Financial Officer)

                              23