UNITED STATES

                       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 Quarterly Period ended December 31, 1998

Commission File Number 333-10639

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

Delaware                                                     34-1840187
--------                                                     ----------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                          Identification No.)

                    114 East 3rd Street, Delphos, Ohio 45833
                    ----------------------------------------
                    (Address of principal executive offices)

                                (419) 692-2010
                                --------------
             (Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

Yes    [X]     No     [ ]

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

         Class:                                 Outstanding at January 31, 1999
Common stock, $0.01 par value                   1,755,991 common shares

                                       1
<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                                    FORM 10-Q
                         Quarter ended December 31, 1998


                         Part I - Financial Information


                                                                        Page
ITEM 1 - FINANCIAL STATEMENTS

    Consolidated Statements of Financial Condition as of December 31,
    1998 and September 30, 1998 ......................................    3

    Consolidated Statements of Income for the three months ended
    December 31, 1998 and 1997........................................    4

    Consolidated Statements of Comprehensive Income for the three months
    ended December 31, 1998 and 1997..................................    5

    Condensed Consolidated Statements of Cash Flows for the three
    months ended December 31, 1998 and 1997...........................    6

    Notes to Consolidated Financial Statements .......................    7


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......................   13

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 
  MARKET RISK ........................................................   16

                           Part II - Other Information

OTHER INFORMATION.....................................................   17

SIGNATURES ...........................................................   18

                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION
                         DELPHOS CITIZENS BANCORP, INC.
                  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)
--------------------------------------------------------------------------------

                                                    December 31,   September 30,
                                                         1998           1998
                                                         ----           ----
ASSETS
   Cash and due from banks                           $ 1,248,449   $ 1,193,373
   Interest-bearing deposits in other banks            1,567,945       424,953
                                                     -----------   -----------
      Cash and cash equivalents                        2,816,394     1,618,326
   Mortgage-backed securities available for sale       3,658,575     4,600,317
   Mortgage-backed securities held to maturity         8,233,550     9,004,455
   Loans receivable, net                             103,646,124    98,485,733
   Federal Home Loan Bank stock                          938,400       921,600
   Premises and equipment                                687,560       656,229
   Accrued interest receivable                           518,114       505,510
   Other assets                                           44,290       108,615
                                                     -----------   -----------
         Total assets                               $120,543,007  $115,900,785
                                                     ============  ============
LIABILITIES
   Deposits                                          $79,926,763   $79,074,391
   Federal Home Loan Bank Advances                    13,000,000    10,000,000
   Escrow accounts                                       436,180       266,287
   Accrued interest payable                               36,823        38,682
   Accrued expenses and other liabilities                680,987       461,527
                                                     -----------   -----------
      Total liabilities                               94,080,753    89,840,887
                                                     -----------   -----------
SHAREHOLDERS' EQUITY
Preferred Stock, authorized 1,000,000 shares, no shares
  issued and outstanding
Common stock, $.01 par value, 4,000,000 shares
  authorized, 2,047,631 shares issued                      20,476       20,476
Additional paid-in capital                             19,991,321   19,968,236
Retained earnings, substantially restricted            14,502,380   14,166,061
Treasury stock (291,640 shares)                        (5,637,646)  (5,637,646)
Obligation under employee stock ownership plan         (1,343,152)  (1,367,136)
Unearned recognition and retention plan                (1,053,262)  (1,087,120)
Unrealized loss on securities available for sale, net     (17,863)      (2,973)
                                                      -----------   ----------
  Total shareholders' equity                           26,462,254   26,059,898
                                                      -----------   ----------
   Total liabilities and shareholders' equity        $120,543,007  $115,900,785
                                                     ============  ============

--------------------------------------------------------------------------------
                 See accompanying notes to financial statements.

                                       3
<PAGE>

                          PART I. FINANCIAL INFORMATION
                         DELPHOS CITIZENS BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
--------------------------------------------------------------------------------
                                                         Three Months Ended
                                                            December 31,
                                                            ------------
                                                          1998         1997
                                                          ----         ----
Interest income
   First mortgage loans                                 $1,851,994   $1,674,398
   Consumer and other loans                                 56,818      33,612
   Mortgage-backed securities                              202,886     294,645
   FHLB stock dividends                                     16,841      15,237
   Interest bearing deposits in banks                       12,977      42,974
                                                        ----------   ---------
      Total interest income                              2,141,516   2,060,866
                                                        ----------   ---------
Interest expense
   Deposits                                                952,443     968,899
   FHLB advances                                           151,265      18,909
                                                        ----------   ---------
      Total interest expense                             1,103,708     987,808

Net interest income                                      1,037,808   1,073,058

Provision for loan losses                                    3,000       3,000
                                                        ----------   ---------
Net interest income after provision for loan losses      1,034,808   1,070,058
                                                        ----------   ---------
Non-interest income
   Service charges and fees                                146,882      75,206
   Other non-interest income                                11,654      14,147
                                                        ----------   ---------
      Total non-interest income                            158,536      89,353
                                                        ----------   ---------
Non-interest expense
   Compensation and benefits                               263,796     252,574
   Occupancy and equipment                                  20,703      19,683
   Deposit insurance                                        12,951      12,372
   Franchise taxes                                          57,470      57,058
   Other non-interest expense                              157,095     144,577
                                                        ----------   ---------
      Total non-interest expense                           512,015     486,264
                                                        ----------   ---------
Income before income tax                                   681,329     673,147

Income tax expense                                         239,650     273,405
                                                        ----------   ---------
Net income                                              $  441,679   $ 399,742
                                                        ==========   =========
Earnings per share:
      Basic                                             $      .29   $      .23
                                                        ==========   ==========
      Diluted                                           $      .28   $      .23
                                                        ==========   ==========

--------------------------------------------------------------------------------
                 See accompanying notes to financial statements.

                                       4
<PAGE>


                         DELPHOS CITIZENS BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
--------------------------------------------------------------------------------

                                                         Three Months Ended
                                                            December 31,
                                                            ------------
                                                          1998         1997
                                                          ----         ----
   Net income                                           $  441,679   $ 399,742
   Other comprehensive income, net of tax
         Unrealized gain (loss) on securities:
         Unrealized gains/(losses) arising during
             the period                                    (14,890)      4,147
                                                        ----------   ---------
   Comprehensive income                                 $  426,789   $ 403,889
                                                        ==========   =========

--------------------------------------------------------------------------------
                 See accompanying notes to financial statements.

                                       5
<PAGE>


                         DELPHOS CITIZENS BANCORP, INC.
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
--------------------------------------------------------------------------------

                                                         Three Months Ended
                                                            December 31,
                                                            ------------
                                                          1998         1997
                                                          ----         ----
Net cash from operating activities                    $   799,724   $  665,192
++
Cash flows from investing activities
   Proceeds from principal payments on mortgage-
     backed securities available for sale                 919,182       12,525
   Proceeds from principal payments on  mortgage-
     backed securities held to maturity                   770,905    5,501,969
   Loan originations net of principal payment on loans (5,163,391)  (2,092,073)
   Purchases of premises and equipment                    (45,258)            
                                                      -----------   ----------
      Net cash used in investing activities            (3,518,562)   3,422,421
                                                      -----------   ----------
Cash flows from financing activities
   Net change in deposits                                 852,372      572,006
   Net increase in mortgage escrow funds                  169,893      156,746
   Net FHLB advance proceeds (repayments)               3,000,000   (1,000,000)
   Cash dividends                                        (105,359)    (116,742)
   Purchase of treasury stock                                         (250,250)
                                                      -----------   ----------
      Net cash from financing activities                3,916,906     (638,240)
                                                      -----------   ----------
Net change in cash and cash equivalents                 1,198,068    3,449,373

Cash and cash equivalents at beginning of period        1,618,326    4,400,450
                                                      -----------   ----------
Cash and cash equivalents at end of period            $ 2,816,394   $7,849,823
                                                      ===========   ==========
Supplemental disclosures of cash flow information
   Cash paid during the period for:
      Interest                                        $ 1,105,567   $  984,956
      Taxes                                                10,702      160,000

--------------------------------------------------------------------------------
                 See accompanying notes to financial statements.

                                       6
<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: These interim financial statements are prepared without
audit and reflect all adjustments which, in the opinion of management, are
necessary to present fairly the financial position of Delphos Citizens Bancorp,
Inc. (Company) and its sole subsidiary, Citizens Bank of Delphos (Bank) at
December 31, 1998, and its results of operations and cash flows for the periods
presented. All such adjustments are normal and recurring in nature. The
accompanying financial statements do not purport to contain all the necessary
financial disclosures required by generally accepted accounting principles that
might otherwise be necessary in the circumstances. The annual report for the
Company for the year ended September 30, 1998, contains financial statements and
related notes which should be read in conjunction with the accompanying
unaudited consolidated financial statements.

Effective November 20, 1996, Citizens Federal Savings & Loan Association,
(Association) converted from a federally chartered mutual savings and loan
association to a federally chartered stock savings bank (Citizens Bank of
Delphos) with the concurrent formation of a holding company (Delphos Citizens
Bancorp, Inc.). The conversion was accomplished through an amendment of the
Association's articles of incorporation and the sale of the Company's common
stock in an amount equal to the pro forma market value of the Association after
giving effect to the conversion.

Consolidation Policy: The consolidated financial statements include the accounts
of the Company and the Bank. All significant intercompany transactions and
balances have been eliminated.

Industry Segment Information: The Company is engaged in the business of banking
with operations conducted through its office located in Delphos, Ohio. The
Company originates and holds primarily residential and consumer loans to
customers throughout the Allen and Van Wert County area in Northwest Ohio. The
Company's primary deposit products are interest-bearing checking and
certificates of deposit. There are no branch operations.

Use of Estimates in Preparation of Financial Statements: In preparing financial
statements, management must make estimates and assumptions. These estimates and
assumptions affect the amounts reported for assets, liabilities, revenues and
expenses as well as affecting the disclosures provided. Future results could
differ from current estimates.

Areas involving the use of management's estimates and assumptions primarily
include the allowance for loan losses, the realization of deferred tax assets,
fair value of certain securities and the determination and carrying value of
impaired loans.

--------------------------------------------------------------------------------
                                   (Continued)

                                       7
<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Securities: The Company classifies securities as held to maturity, trading or
available for sale. Securities classified as held to maturity are those that
management has the positive intent and ability to hold to maturity. Securities
held to maturity are stated at cost, adjusted for amortization of premiums and
accretion of discounts.

Securities classified as available for sale are those that management intends to
sell or that could be sold for liquidity, investment management, or similar
reasons, even if there is not a present intention for such a sale. Securities
available for sale are carried at fair value with unrealized gains and losses
included as a separate component of shareholders' equity, net of tax. Gains or
losses on dispositions are based on net proceeds and the adjusted carrying
amount of securities sold, using the specific identification method.

Loans Receivable: Loans receivable are stated at unpaid principal balances, less
the allowance for loan losses, and net deferred loan origination fees. The
allowance for loan losses is increased by charges to income and decreased by
charge-offs (net of recoveries). Management's periodic evaluation of the
adequacy of the allowance is based on the Company's past loan loss experience,
known and inherent risks in the portfolio, adverse situations that may affect
the collateral and current economic conditions.

Uncollectible interest on loans that are contractually past due is charged off,
or an allowance is established based on management's periodic evaluation. The
allowance is established by a charge to interest income equal to all interest
previously accrued and unpaid, and income is subsequently recognized only to the
extent that cash payments are received until, in management's judgment, the
borrower demonstrates the ability to make periodic interest payments in which
case the loan is returned to accrual status.

In accordance with SFAS No.114, certain loans considered to be impaired, as
identified according to internal loan review standards, are reduced to the
present value of expected future cash flows or to the fair value of collateral
by allocating a portion of the allowance for loan losses to such loans.
Allocations which require an increase in the allowance for loan losses are
reported as a provision for loan losses charged to operations.

Management analyzes loans on an individual basis and classifies a loan as
impaired when an analysis of the borrower's operating results and financial
condition indicates that underlying cash flows are not adequate to meet its debt
service requirements. Often this is associated with a delay or shortfall in
payments of 30 days or more. Smaller balance homogeneous loans are

--------------------------------------------------------------------------------
                                   (Continued)

                                       8
<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

evaluated for impairment in total. Such loans include residential first mortgage
loans secured by one to four family residences, residential construction loans,
home equity, and other consumer loans, with balances less than $200,000. Loans
are generally considered for non-accrual status when 90 days or more past due.
These loans may also be considered impaired.

Impaired loans, or portions thereof, are charged off when deemed uncollectible.
The nature of the disclosures for impaired loans is considered generally
comparable to prior nonaccrual loans and non-performing and past due asset
disclosures. The adoption of SFAS No. 114 had no impact on the comparability of
the December 31, 1998 or September 30, 1998 allowance for loan losses to prior
periods.

Loan Fees and Costs: Loan fees and costs are deferred, and are recognized as an
adjustment to interest income using the interest method over the contractual
life of the loans, adjusted for estimated prepayments based on the Company's
historical prepayment experience.

Other Real Estate: Other real estate owned is recorded at the lower of cost or
fair value, less estimated costs to sell. Any reduction in fair value is
reflected in a valuation allowance account established by a charge to income.
Costs incurred to carry the real estate are charged to expense.

Premises and Equipment: Land is carried at cost. Buildings, furniture and
fixtures, and equipment are carried at cost, less accumulated depreciation.
Buildings, furniture and fixtures, and equipment are depreciated using
straight-line and accelerated methods over the estimated useful lives of the
respective assets, which range from five to forty years.

Income Taxes: The Company follows the liability method in accounting for income
taxes. The liability method provides that deferred tax assets and liabilities
are recorded based on the difference between the tax basis of assets and
liabilities and their carrying amounts for financial reporting purposes,
referred to as "temporary differences."

Statement of Cash Flows: For purposes of this statement, cash and cash
equivalents are defined to include the Company's cash on hand, due from banks
and interest-bearing deposits in other banks. The Company reports net cash flows
for customer loan transactions, deposit transactions and interest-bearing
deposits made with other financial institutions.

Earnings Per Share: On March 3, 1997, the Financial Accounting Standards Board
(FASB) issued SFAS No. 128, "Earnings Per Share," which is effective for
financial statements beginning with the quarter ended December 31, 1997. SFAS
No. 128 simplifies the calculation of earnings per share (EPS) by replacing
primary EPS with basic EPS. It also requires dual presentation of basic EPS and
diluted EPS for entities with complex capital structures. Basic EPS includes no
dilution and is computed by dividing income available to common shareholders by
the weighted-

--------------------------------------------------------------------------------
                                   (Continued)

                                       9
<PAGE>
                         DELPHOS CITIZENS BANCORP, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
--------------------------------------------------------------------------------

average common shares outstanding for the period. Diluted EPS reflect the
potential dilution of securities that could share in earnings, such as stock
options, warrants or other common stock equivalents.

Basic earnings per common share for the three months ended December 31, 1998 and
1997 was based on earnings for the three months then ended, divided by the
weighted average number of common shares outstanding for the period. Diluted
earnings per common share represents the additional dilution related to the
stock options. The basis and diluted weighted average shares outstanding was
1,548,696 and 1,568,931, respectively for the three months ended December 31,
1998. The basic and diluted weighted average shares outstanding was 1,725,638
and 1,746,382, respectively for the three months ended December 31, 1997.

--------------------------------------------------------------------------------
                                   (Continued)

                                       10

<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE 2 - INVESTMENT AND MORTGAGE-BACKED SECURITIES

The carrying values and estimated fair values of investment and mortgage-backed
securities are summarized as follows:
                                              December 31, 1998
                                              -----------------
                                            Gross        Gross      Estimated
                             Amortized   Unrealized   Unrealized      Fair
                               Cost         Gains        Loss         Value
                               ----         -----        ----         -----
Mortgage-backed securities
  available for sale
   Ginnie Mae Certificates $   644,577   $   13,481               $   658,058
   Fannie Mae Certificates   3,041,062                $  40,545     3,000,517
                           -----------   ----------   ---------   -----------
                             3,685,639       13,481      40,545     3,658,575
Mortgage-backed securities
  held to maturity:
   Ginnie Mae Certificates   8,137,254      283,985                 8,421,239
   Freddie Mac Certificates     96,296        3,380                    99,676
                           -----------   ----------   ---------   -----------
                             8,233,550      287,365                 8,520,915
                           -----------   ----------   ---------   -----------
   Total mortgage-backed
       securities          $11,919,189   $  300,846   $  40,545   $12,179,490
                           ===========   ==========   =========   ===========

                                             September 30, 1998
                                             ------------------
                                            Gross        Gross      Estimated
                             Amortized   Unrealized   Unrealized      Fair
                               Cost         Gains        Loss         Value
                               ----         -----        ----         -----
Mortgage-backed securities
  available for sale:
   Ginnie Mae Certificates $   690,113   $   21,140               $   711,253
   Fannie Mae Certificates   3,914,708                $  25,644     3,889,064
                           -----------   ----------   ---------   -----------
                             4,604,821       21,140      25,644     4,600,317
Mortgage-backed securities
  held to maturity:
   Ginnie Mae Certificates   8,896,968      359,445                 9,256,413
   Freddie Mac Certificates    107,487        4,874                   112,361
                           -----------   ----------   ---------   -----------
                             9,004,455      364,319                 9,368,774
                           -----------   ----------   ---------   -----------
   Total mortgage-backed
     securities            $13,609,276   $  385,459   $  25,644   $13,969,091
                           ===========   ==========   =========   ===========

There were no sales of mortgage-backed securities during the three months ended
December 31, 1998 or 1997.
--------------------------------------------------------------------------------
                                   (Continued)

                                       11

<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
--------------------------------------------------------------------------------
NOTE 3 - LOANS RECEIVABLE

Loans receivable are summarized as follows:

                                                      December 31, September 30,
                                                          1998         1998
                                                          ----         ----
   Real estate loans
      One- to four-family                             $92,705,594   $87,613,784
      Multi-family                                      1,857,288    1,880,756
      Commercial real estate                            6,567,907    6,958,869
      Construction and land                             5,829,755    6,119,065
                                                      -----------   ----------
                                                      106,960,544   102,572,474
   Less:
      Mortgage loans in process                        (5,578,257)  (6,215,469)
      Net deferred loan origination fees                  (44,574)     (51,075)
                                                      -----------   ----------
                                                      101,337,713   96,305,930
                                                      -----------   ----------
   Consumer and other loans
      Manufactured homes                                  107,413      113,623
      Home equity loans                                 1,224,160    1,061,317
      Unsecured loans                                     228,415      268,197
      Other consumer loans                                877,653      863,100
                                                      -----------   ----------
                                                        2,437,641    2,306,237
   Less:  Non-mortgage loans in process                    (7,870)      (8,074)
                                                      -----------   ----------
                                                        2,429,771    2,298,163
                                                      -----------   ----------
   Less:  Allowance for loan losses                      (121,360)    (118,360)
                                                      -----------   ----------
                                                      $103,646,124  $98,485,733
                                                      ============  ===========

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

                                                           Three months ended
                                                              December 31,
                                                              ------------
                                                            1998         1997

   Balance at beginning of period                        $118,360      $106,360
   Provision charged to income                              3,000        3,000
   Charge-offs                                                  -            -
                                                         --------      -------
   Balance at end of period                              $121,360      $109,360
                                                         ========      ========

As of and for the periods ended December 31, 1998 and September 30, 1998, there
were no impaired loans.
--------------------------------------------------------------------------------

                                       12
<PAGE>


                         DELPHOS CITIZENS BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

The following discussion compares the financial condition of Delphos Citizens
Bancorp, Inc. (Company) and its sole subsidiary Citizens Savings Bank (Bank) at
December 31, 1998 to September 30, 1998 and the results of operations for the
three months ended December 31, 1998 and 1997. This discussion should be read in
conjunction with the interim financial statements and footnotes included herein.


FINANCIAL CONDITION

Total assets as of December 31, 1998 were $120.54 million compared with $115.90
million at September 30, 1998. Cash and cash equivalents increased $1.20 million
to $2.82 million at December 31, 1998 compared to $1.62 million at September 30,
1998. Net loans receivable increased $5.16 million from $98.49 million at
September 30, 1998 to $103.65 million at December 31, 1998. The increase was
primarily due to the increase in one- to four-family real estate loans.

At December 31, 1998, the Company's mortgage-backed securities portfolio was
comprised of Ginnie Mae, Fannie Mae and Freddie Mac fixed and adjustable rate
securities. The net unrealized gain on these securities totaled $260 thousand at
December 31, 1998. Approximately 31% of the mortgage-backed securities portfolio
was classified as available for sale. The remainder of the mortgage-backed
securities portfolio was classified as held to maturity as the Company does not
anticipate the need to sell these securities due to the Company's liquidity
position and ability to obtain alternative sources of funds through the use of
Federal Home Loan Bank (FHLB) borrowing. Management's strategy emphasizes
investment in mortgage-backed securities guaranteed by U.S.
government agencies in order to minimize credit risk.

Loans receivable increased $5.16 million, or 5.2%, from $98.49 million at
September 30, 1998 to $103.65 million at December 31, 1998. The increase was
primarily due to the increase in one- to four-family real estate loans which
grew $5.09 million, or 5.8% during the period.

Deposits increased $852 thousand, or 1.1%, from $79.07 million at September 30,
1998 to $79.93 million at December 31, 1998. The borrowings from the FHLB
totaled $13.0 million at December 31, 1998, an increase of $3.0 million from
September 30, 1998. Management has increased its use of FHLB advances as an
alternative source of funds in order to continue to meet loan demand and greater
leverage the capital of the company.

Shareholders equity totaled $26.46 million at December 31, 1998, an increase of
$400 thousand from the $26.06 million at September 30, 1998. Equity as a
percentage of assets decreased slightly from 22.48% at September 30, 1998 to
21.95% at December 31, 1998.

--------------------------------------------------------------------------------
                                   (Continued)

                                       13
<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS

Net income increased $42,000 from $400,000 for the quarter ended December 31,
1997 to $442,000 for the same period in 1998. The 1998 increase was primarily
due to the $69,000 increase in non-interest income which was partially offset by
the $35,000 decline in net interest income and the $26,000 increase in
non-interest expense.

Net interest income decreased $35,000, or 3.3%, during the period ended December
31, 1998 as compared to the same period in 1997. The net interest margin
decreased from 4.1% for the three months ended December 31, 1997 to 3.5% for the
three months ended December 31, 1998. The decrease in net interest income and
net interest margin was primarily due to the decrease in yields on interest
earning assets which was partially offset by the increase in interest earning
assets in excess of the increase in interest bearing liabilities. In addition,
the decline in net interest margin is due to the use of higher cost FHLB
advances to fund loan growth. The ratio of interest earning assets to interest
bearing liabilities increased from 126.3% at December 31, 1997 to 127.0% at
December 31, 1998. The increase in loan interest income was partially offset by
a reduction in interest income from mortgage-backed securities due to the
decrease in the average balance of mortgage-backed securities during the 1998
period as compared to the 1997 period, as management used the paydowns in
mortgage-backed securities to partially fund loan growth. Interest expense
increased in the three months ended December 31, 1998 compared to the same
period in 1997, due to the use of FHLB advances to fund loan growth. The
interest expense on deposits decreased slightly from 1997 to 1998 due to a
decrease in the rates paid on deposits.

A provision for loan losses of $3,000 was recorded for both the quarters ended
December 31, 1998 and 1997, respectively, based on management's assessment of
risk factors affecting the allowance for loan losses. The allowance for loan
losses was approximately .12% of loans, net of deferred and unearned income, as
of December 31, 1998 and September 30, 1998. Management believes the allowance
for loan loss is adequate to absorb potential losses; however, future additions
to the allowance may be necessary based on changes in economic conditions.

Service charges and fee income increased $72,000 from $75,000 for the quarter
ended December 31, 1997 to $147,000 for the same period in 1998. Non-interest
expense increased $26,000, or 5.3%, for the quarter ended December 31, 1998
compared to the same period in 1997, primarily due to increases in compensation
and benefits expense and other non-interest expense. Compensation and benefits
increased $11,000 or 4.44% for the three months ended December 31, 1998 compared
to the same period in 1997 primarily due to inflationary salary and benefit
adjustments.
--------------------------------------------------------------------------------
                                   (Continued)

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<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
LIQUIDITY

Federally insured banks are required to maintain minimum levels of liquid
assets. The Bank is currently required to maintain an average daily balance of
liquid assets of at least 4% of the sum of its average daily balance of net
withdrawable deposit accounts and borrowings payable in one year or less. At
December 31, 1998, the Bank was in compliance with this requirement with a
liquidity ratio of 15.7%. Management considers this liquidity position adequate
to meet its expected needs for the foreseeable future.


CAPITAL RESOURCES

Savings institutions insured by the Federal Deposit Insurance Corporation are
required by federal law to meet three regulatory capital requirements. If a
requirement is not met, regulatory authorities may take legal or administrative
actions, including restrictions on growth or operations or, in extreme cases,
placing the institution in receivership or conservatorship.

The following table presents the Bank's compliance with its capital requirements
at December 31, 1998:

(Dollars in thousands)

             Tangible Capital         Core Capital        Risk Based Capital
             ----------------         ------------        ------------------
             Amount        %        Amount         %        Amount        %
             ------        -        ------         -        ------        -

Actual     $   12,894    10.7%    $    12,894    10.7%    $   13,015    20.5%
Required        1,808     1.5           3,617     3.0          5,067     8.0
           ----------  ------     -----------  ------     ----------  ------
Excess     $   11,086     9.2%    $     9,277     7.7%    $    7,948    12.5%
           ==========  ======     ===========  ======     ==========  ======

The Bank's tangible and core capital consists solely of shareholders' equity.
Risk based capital consists of core capital plus general loan loss allowances
less certain assets required to be deducted.

At December 31, 1998 the Bank was considered well capitalized under Prompt
Corrective Action Regulations.

YEAR 2000

The Year 2000 issue is the result of many computer programs being written using
two digits rather than four to define an applicable year. The Company's
hardware, data-driven automated equipment, or computer programs that have date
sensitive software, may recognize a date using "00" as the year 1900 rather than
the year 2000. This faulty recognition could result in a

--------------------------------------------------------------------------------
                                   (Continued)

                                       15
<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

system failure or miscalculation causing disruptions of operations, including,
among other things, a temporary inability to process transactions or engage in
normal business activities.

The Company has conducted a comprehensive review of all of its information
technology and non information technology systems to identify potential Year
2000 problems and is in the process of testing hardware and software for
compliance. The Company has identified mission-critical applications. An
application, system or vendor is considered mission critical if it is vital to
the successful continuance of core business activity or is an application that
interfaces with a mission-critical system. The Company evaluates its Year 2000
preparedness based on the guidelines issued by the Federal Financial
Institutions Examination Council (FFIEC) outline. The following 5 phases were
identified by the FFIEC: Awareness, Assessment, Renovation, Validation and
Implementation. At December 31, 1998, the Awareness and Assessment phases have
been completed. The Company is in various stages of Renovation, Validation and
Implementation on those applications or systems identified as mission critical.
Year 2000 compliance testing for the Company's primary outsourced information
systems application was completed during August, 1998. Based on this testing,
management believes that this system is year 2000 ready.

The Company is currently developing contingency plans and anticipates completion
some time in early 1999. The Company anticipates that all systems will be Year
2000 compliant by mid year 1999 either through the modification of existing
hardware and software or through the purchase of new hardware and software. The
company currently anticipates that it will spend approximately $60,000 related
to Year 2000 issues. At this time, management does not believe that there will
be a significant negative impact to earnings due to this issue. The Year 2000
problem could have a material impact on the operation of the Company if not
properly addressed, but management anticipates that the problem will be resolved
and thus will hot have a significant impact on the Company's delivery of
products and services, or its core operations.


FORWARD LOOKING STATEMENTS

Certain statements contained in this report that are not historical facts are
forward looking statements that are subject to certain risks and uncertainties.
When used herein, the terms "anticipates", "plans", "expects", "believes", and
similar expressions as they relate to the Company or its management are intended
to identify such forward looking statements. The Company's actual results,
performance or achievements may materially differ from those expressed or
implied in the forward looking statements. Risks and uncertainties that could
cause or contribute to such material differences include, but are not limited
to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in information regarding quantitative
and qualitative disclosures about market risk as of December 31, 1998 from the
information as of September 30, 1998, which was disclosed in the Company's 1998
Form 10-K.

                                       16
<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.
                                    FORM 10-Q
                         Quarter ended December 31, 1997
                           PART II - OTHER INFORMATION
--------------------------------------------------------------------------------


Items 1-5 are not applicable.

Item 6 -  Exhibits and Reports on Form 8-K:
          (a)   Exhibits

Exhibit
Number    Description
------    -----------

3.1       Certificate of Incorporation of Delphos Citizens Bancorp, Inc. (1)

3.2       Bylaws of Delphos Citizens Bancorp, Inc. (1)

4.0       Stock Certificate of Delphos Citizens Bancorp, Inc. (1)

27        Financial Data Schedule (2)

(b) No current reports on Form 8-K were filed by the Company during
    the quarter ended December 31, 1998.

(1) Incorporated herein by reference from the Exhibits to the Registration
    Statement on Form S-1, as amended, filed on August 22, 1996, Registration
    No. 333-10639
(2) Filed only in electronic format pursuant to Item 601(b)(27) of Regulation
    S-K.

                                       17
<PAGE>

                         DELPHOS CITIZENS BANCORP, INC.

                                   SIGNATURES

Pursuant to the requirement 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.

                                        DELPHOS CITIZENS BANCORP INC.
                                        (Registrant)



Date:  February 12, 1999                /s/ Joseph R. Reinemeyer     
     ------------------------------     ----------------------------
                                        Joseph R. Reinemeyer
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

                                       18