<PAGE>

                                   FORM 10-Q



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



For Quarter Ended:  December 31, 1998

Commission File Number:  2-95465-S 

                     WESTAR FINANCIAL SERVICES INCORPORATED
                                  successor to
                         REPUBLIC LEASING INCORPORATED 
             (Exact name of registrant as specified in its charter)

              Washington                             91-1715252
    (State or other jurisdiction of     (IRS Employer Identification Number)    
     Incorporation or organization)

            The Republic Building;  Olympia, WA               98501
          (Address of principal executive office)          (Zip Code)

Registrant's telephone number, including area code:  (360) 754-6227


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 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 issuer's classes of
common stock as of the latest practicable date:

             Common Stock                             2,187,300
                Class              Number of Shares Issued at January 31, 1998



<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Westar Financial Services Incorporated and Subsidiaries
Consolidated Balance Sheet
as of December 31, 1998 and March 31, 1998

<TABLE>
<CAPTION>
                                                     December 31    March 31
                                                     (Unaudited)
                                                    ------------   -----------
<S>                                                 <C>            <C>
Cash                                                $  1,391,614   $   475,275
Accounts receivable, net of allowance 
  for credit losses                                      286,628       147,092
Credit enhancement receivable, net of 
  allowance for credit losses                            886,486       855,848
Net investment in direct finance leases, net of
  allowance for credit losses                             97,357    18,533,096
Operating leases held for sale, net of allowance          11,630
Deferred tax asset                                     3,271,414     2,936,206
Less: valuation allowance                             (3,271,414)   (2,936,206)
Other assets                                             673,556       484,066
                                                    ------------   -----------
                                                    $  3,347,271   $20,495,377
                                                    ------------   -----------
                                                    ------------   -----------


Accounts payable                                    $  1,315,851   $   692,126
Notes payable - bank                                     803,941    19,057,701
Notes payable - other                                  6,468,188     2,756,635
Other liabilities                                      1,120,398       722,401
                                                    ------------   -----------
                                                       9,708,378    23,228,863
                                                    ------------   -----------

Redeemable preferred stock                             1,548,000     4,073,000
                                                    ------------   -----------

Common stock, no par value                             3,239,795     3,239,795
Paid in capital - stock warrants                         371,495       371,495
Accumulated deficit                                  (11,520,397)  (10,417,776)
                                                    ------------   -----------
                                                      (7,909,107)   (6,806,486)
                                                    ------------   -----------
                                                    $  3,347,271   $20,495,377
                                                    ------------   -----------
                                                    ------------   -----------
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>

Westar Financial Services Incorporated and Subsidiaries
Consolidated Statement of Operations
For the three months and year to date December 31, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
                                      Three Months Ended     Year to Date Ended
                                        1998        1997      1998        1997
<S>                               <C>          <C>       <C>          <C>
Revenues:
Earned income-direct financing
  leases                              $6,474   $300,794    $629,509     $783,086
Revenues from assets sales and
  securitizations                 25,464,480    163,812  53,720,095      458,014
Revenues from operating lease        436,590                633,951
Administrative fee income            258,624     20,493     554,636      109,793
Service fee income                    39,510     27,528      90,323       75,821
Other income                          10,559      5,074      66,608       15,013
                                  ----------  --------- -----------   ----------
Gross revenues                    26,216,237    517,701  55,695,122    1,441,727
                                  ----------  --------- -----------   ----------
Direct Costs:
Interest                             144,782    378,021     947,622      898,522
Costs related to sales and
  securitizations                 24,484,960    175,119  52,431,776      446,282
Provision for credit losses                      15,000      56,300       55,000
Depr. expense-operating leases       290,571                416,216       
Other                                125,704     24,335     304,139       93,677
                                  ----------  --------- -----------  -----------
Total direct costs                25,046,017    592,475  54,156,053    1,493,481
                                  ----------  --------- -----------  -----------
Operating revenue                  1,170,220    (74,774)  1,539,069      (51,754)

General and 
  administrative expenses            924,011    581,479   2,524,977    1,643,092
                                  ----------  --------- -----------  -----------
Operating income before other
  expense and income tax 
  benefit                            246,209   (656,253)   (985,908)  (1,694,846)

Non-cash interest expense                        30,450                  371,496
                                  ----------  --------- -----------  -----------
Income(loss) before FIT benefit      246,209   (686,703)   (985,908)  (2,066,342)

Income tax benefit                   (83,712)   233,479     335,208      702,556
Less: valuation allowance             83,712               (335,208)          
                                  ----------  --------- -----------  -----------
Net income(loss)                     246,209   (453,224)   (985,908)  (1,363,786)

Dividends on redeemable
  preferred stock                    (35,797)   (97,864)   (116,713)    (294,334)
                                  ----------  --------- -----------  -----------
Net income(loss) applicable to        
  common stock                      $210,412  $(551,088)$(1,102,621) $(1,658,120)
                                  ----------  --------- -----------  -----------
                                  ----------  --------- -----------  -----------

Net Income(loss) per common share       $.09      $(.31)      $(.50)       $(.93)
                                        -----     ------      ------       -----
                                        -----     ------      ------       -----
Weighted average number
  of shares                        2,187,300  1,797,300   2,187,300    1,773,522
                                  ----------  --------- -----------  -----------
                                  ----------  --------- -----------  -----------
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


Westar Financial Services Incorporated and Subsidiaries
Consolidated Statement of Cash Flows
For the year to date ended December 31, 1998 and 1997
(Unaudited)

<TABLE>
<CAPTION>
                                                          1998         1997   
                                                          ----         ----   
<S>                                                <C>             <C>

Net cash used in operating activities              $  18,463,220   $(9,573,471)
                                                      ----------     ----------

Cash flows from investing activities:
Other                                                   (144,518)      (38,541)
                                                      ----------     ----------
Net cash provided by (used in)
  investing activities                                  (144,518)      (38,541)
                                                      ----------     ----------

Cash flows from financing activities:
Proceeds from(redemption of) redeemable 
preferred stock                                       (2,525,000)      (100,000)
Proceeds from issuance of common stock                                  216,000
Additions to notes payable to banks                   32,194,313     10,863,558
Payments on notes payable to banks                   (50,448,073)    (2,274,252)
Additions to notes payable - other                     6,749,494      1,768,738
Payments on notes payable - other                     (3,159,473)      (542,362)
Dividends paid on preferred stock                       (115,793)      (198,958)
Origination costs                                        (97,831)              
                                                      ----------     ----------
Net cash provided by financing activities            (17,402,363)     9,732,724
                                                      ----------     ----------
Net increase in cash                                     916,339        197,794

Cash:
Beginning of period                                      475,275        191,380
                                                      ----------     ----------
End of period                                       $  1,391,614    $   389,174
                                                      ----------     ----------
                                                      ----------     ----------
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The Company's consolidated annual financial statements presented in the 1998 
Annual Report on Form 10-K of the Company includes a summary of significant 
accounting policies and should be read in conjunction with this Form 10-Q. 
The consolidated financial statements include the accounts of Westar Auto 
Holding Co., Inc. ("WestAH"), a 100%-owned subsidiary of the Company, Westar 
Auto Finance L.L.C. ("WestAF"), a limited liability company owned 99% by the 
Company and 1% by WestAH, and Westar Lease Origination Trust, a Washington 
Massachusetts business trust beneficially owned by WestAF. The statements for 
the three months and nine months ended December 31, 1998 and 1997, are 
unaudited, condensed and do not contain all information required by generally 
accepted accounting principles to be included in a full set of annual 
financial statements. In the opinion of Management, all adjustments 
(consisting only of normal recurring adjustments) necessary to present fairly 
the results of operations for such periods are included. All significant 
inter-company balances and transactions have been eliminated. The results of 
operations for the three and nine months ended December 31, 1998, are not 
necessarily indicative of the results of operations for the entire year. This 
information included in this Form 10-Q should be read in conjunction with 
Management's Discussion and Analysis and financial statements and notes 
thereto included in Westar Financial Services Incorporated's 1998 Annual 
Report on Form 10-K.

Interest Paid

The Company paid cash for interest of $226,269 and $3,133 for the three months
and $1,453,146 and $355,954 for the nine months ended December 31, 1998 and
1997, respectively. The increase is due to increased warehouse financing costs,
which is a result of increased lease origination volume.

Earnings Per Share

Earnings (loss) per share is computed using the weighted-average number of 
common shares outstanding for the three months and nine months ended December 
31, 1998 and 1997, respectively. Net loss used in the computation of earnings 
per share has been increased to include the redeemable preferred stock 
dividends. The outstanding shares used in the earnings per share calculation 
have been adjusted for the 2-for-1 stock split paid in June 1996. Earnings 
per share does not include common stock warrants or common stock options as 
the effect is anti-dilutive.

Federal Income Tax

The Company recorded a 100% valuation allowance against its deferred tax asset
in the fourth quarter of fiscal 1998. Recording the valuation allowance resulted
in (non-cash) net income tax expense in that year as compared to tax benefits
recorded in prior years. The deferred tax asset is available for an average 
of 12 years to offset future reported tax liabilities.

Preferred Stock Redemption

In May 1998, the Company announced that preferred shareholders accepted the

<PAGE>

Company's offer to redeem or exchange their shares of Series 1, Series 2 and 
Series 3 Preferred at face value. Originally, the 2,823 shares of Series 1, 2 
and 3 Preferred Stock were to be redeemed by December 31, 2000. The Company 
redeemed 1,088, 231 and 631 shares for Series 1, 2 and 3, respectively at par 
value in the amount of $1,950,000 using the proceeds from the issuance of 
subordinated convertible debt in May 1998. As part of the redemption, the 
preferred shareholders exercised their warrants to purchase Westar's common 
stock.

In May 1998, the Company entered into an agreement with an officer to redeem 
his Series 3 Preferred Stock with a par value of $500,000 for a note payable 
in the amount of $500,000. The note bears interest at the rate of 9.25% which 
is paid quarterly. The note matures on April 1, 1999. As part of the 
redemption, the preferred shareholder exercised its warrants to purchase 
Westar's common stock

Subordinated Debt Issuance

In April 1998, the Company entered into an agreement with PLMC, LLC, which is 
owned by two directors and unrelated parties, to borrow $400,000 in the form 
of subordinated debt. The note was to be repaid no later than June 30, 1998 
with interest at the rate of 9%. This note was repaid in full on May 13, 1998.

In May 1998, the Company issued $4,000,000 in subordinated convertible 
notes to PLMC, LLC, which is owned by two directors and unrelated parties. 
The note is due May 2003 and bears interest at the rate of 10.5% per annum. 
The note is convertible into 20% of the Company's common stock.

Warehouse Facility

In July 1998, agreements were reached with Bank One which set the warehouse 
line at $15,000,000 and for Bank One to purchase $25 million of Westar's 
leases in a securitized transaction.

Securitization Transactions

In August 1998, the Company's origination/issuer/titling securitization 
structure, Westar Lease Origination Trust, completed its third securitization 
of $27.5 million of automobile lease-backed securities in a private-placement 
offering. The Company's proceeds from the securitization were reduced by a 
cash reserve in the amount of $273,000, which is anticipated to be received 
out of future cash flows from the pool of contracts sold. The Company 
continues to service the leases securitized. Because the leases sold in the 
August transaction were finance leases, they are accounted for in accordance 
with SFAS 125.

In November 1998, the Company's origination/issuer/titling securitization 
structure, Westar Lease Origination Trust, completed its fourth 
securitization of $14.4 million of automobile lease-backed securities in a 
private-placement offering. The Company's proceeds from the securitization 
were reduced by a cash reserve in the amount of $94,000, which is to be 
received in 60 monthly payments in the amount of $1,572. The Company 
continues to service the leases securitized. Because the leases sold in the 
November

<PAGE>

transaction were operating leases, they are accounted for in accordance with 
SFAS 13.

In December 1998, the Company's origination/issuer/titling securitization 
structure, Westar Lease Origination Trust, completed its fifth and sixth 
securitization of $5.2 and $5.9 million, respectively of automobile 
lease-backed securities in private-placement offerings. The Company's 
proceeds from the securitization were reduced by cash reserves in the amount 
of $34,000 and $39,400, respectively, which will be received in 60 monthly 
payments in the amount of $563 and $656, respectively. The Company continues 
to service the leases securitized. Because the leases sold in the December 
transaction were operating leases, they are accounted for in accordance with 
SFAS 13.

Repurchase Credit Facility

In July 1998, the Company agreed with T&W Financial Corporation, a related 
entity, to establish a $2 million non-recourse lease repurchase credit 
facility. In July, the company sold $1.6 million of leases into the facility 
at an average interest rate of 9.5% per year. The Company repurchased the 
$1.6 million of leases in August 1998.

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

RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL POSITION

Nine months ended December 31, 1998 compared to nine months ended 
  December 31, 1997
-----------------------------------------------------------------------------

Westar Financial Services Incorporated and its Subsidiaries provide prime 
credit quality consumer automobile lease financing through franchised 
automobile dealers in the Northwest and Southwest Regions of the United 
States. Westar has designed and developed a number of financing, lease 
servicing and risk management innovations. The Company has invested 
significant personnel, time and resources its Dealer Direct Retail Leasing 
("DDRL") program. While the Company's statement of operations reports a net 
income (loss) of approximately $246,000 and $(453,000) for the three months 
and a net loss of $986,000 and $1,364,000 for the nine months ended December 
31, 1998 and 1997, respectively, it is management's opinion that DDRL is one 
of the most sophisticated and marketable retail leasing programs currently 
available and a valuable investment in the Company's future.

Volumes of lease originations increased for the 5th consecutive quarter, from 
65 leases costing $1.7 million in the prior year to 568 leases costing $11.2 
million in the current period. The credit quality of originated leases 
improved, with average FICO scores of 689 in the prior period compared to 697 
in the current period. Lease originations for the nine months increased from 
343 costing $9.8 million in the prior year to 1,260 costing $35.4 million in 
the current period. The face value of leases serviced increased $33 million, 
from $35 million to $68 million at December 31, 1998 and 1997, respectively.


<PAGE>

Gross revenues increased $25,698,000, from $518,000 the comparable period of 
the prior year to $28,216,000 in the third quarter. On a year-to-date basis, 
revenues increased $54,253,000, from $1,442,000 the prior fiscal year to 
$55,695,000.

The increase in gross revenues during the quarter is primarily caused by 
securitizations of leases held for sale of $25,445,000, an increase in 
revenues from operating leases of $436,000, an increase in administrative 
fees of $238,000, and an increase in service fee income of $18,000, partially 
offset by a decrease in earned income from direct financing leases of 
$294,000 and a decrease from the sale of vehicles at lease termination of 
$145,000. 

The year-to-date increase in gross revenues is primarily caused by 
securitizations of leases held for sale of $53,204,000, an increase in 
operating lease revenues of $634,000, an increase in administrative fees of 
$445,000, an increase from the sale of vehicles at lease termination of 
$94,000, and an increase in other income of $52,000, partially offset by a 
decrease in earned income from direct financing leases of $154,000. 

The Company completed three securitizations of leases during the third 
quarter. The Company began recording leases held for sale as operating leases 
rather than direct finance leases during the second quarter, which increased 
revenues from operating leases and decreased earned income from direct 
financing leases. During the nine month period operating lease revenues, 
administrative fees and other income increased due to greater volumes of 
lease originations.

Direct costs increased $24,454,000 in the third quarter, from $592,000 the 
comparable quarter of fiscal 1998 to $25,046,000. On a year-to-date basis, 
direct costs increased $52,656,000, from $1,493,000 the prior fiscal year to 
$54,156,000. The increase in direct costs during the quarter is primarily 
caused by three securitizations of leases held for sale with a cost of 
$24,413,000, an increase in depreciation expense of $291,000, an increase in 
other costs of $101,000, and an increase in interest expense of $49,000. The 
increase in direct costs during the current year-to-date is primarily caused 
by securitizations of leases held for sale with a cost of $51,839,000, an 
increase in depreciation expense of $416,000, an increase in other costs of 
$210,462 and an increase in securitization costs of $95,000.

The increase in direct costs reflects three securitizations in the third 
quarter and increased volumes of operating leases originated and warehoused 
during the period. Since depreciation is a cost component of operating 
leases, as opposed to direct financing leases, the increased origination 
volume resulted in an increase in depreciation. 

Operating revenue increased $1,245,000 the third quarter of fiscal 1999, from 
$(75,000) the prior year to $1,170,000. For the nine months, operating 
revenue increased $1,591,000, from $(52,000) the prior fiscal year to 
$1,539,000. The increase in operating revenue is a result of greater lease 
origination volumes and the securitization of those leases. Each of Westar's 
sales and securitizations in fiscal 1999 produced positive cash flow.

General and administrative expense increased $343,000 in the third quarter, 
from $581,000 the comparable quarter of fiscal 1998 to $924,000. For the 


<PAGE>

quarter, the increase in general and administrative expense is a result of 
increases in interest expense of $129,000, personnel expense of $119,000, 
travel expense of $29,000, and depreciation expense of $21,000. On a 
year-to-date basis, general and administrative expense increased $882,000, 
from $1,643,000 the prior fiscal year to $2,525,000. For the nine months, the 
increase is a result of increases in interest expense of $346,000, personnel 
expense of $274,000, travel expense of $60,000, consulting expense of 
$58,000, accounting expense of $44,000, and insurance of $35,000.

The increase in interest expense reflects the issuance of $4 million of 
subordinated debt. The increase in personnel costs is the result of increased 
personnel in Risk Management, Finance and Operations recruited in 
anticipation of greater lease origination volumes and geographic expansion of 
the Company's operations outside the Nothwestern ("NWR") and Southwestern 
("SWR") Regions. The increase in accounting expense increased corporate 
finance and tax activity and the  difference in timing of receipt of audit 
billings. The increase in consulting expense reflects enhancements to the 
Company's proprietary LASIR system. The increase in travel expense is a 
result of new personnel temporarily located away from Olympia, an increase in 
the number of personnel travelling and the distance traveled, and the opening 
of a new market area, the Southwestern Region ("SWR"), with an office in 
Phoenix. The other increases reflect costs associated with greater volumes of 
lease originations in the period.

The reduction in non-cash interest expense is caused by original issuance 
interest discount expense related to a subordinated debt issuance the prior 
year.

The reduction in dividends on preferred stock reflects the redemption of 
preferred stock.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires substantial cash to implement its business strategy. 
Cash is used to: (i) acquire leases and the underlying vehicles; (ii) pay 
operating expenses; (iii) satisfy working capital requirements; (iv) pay debt 
service; (v) pay sales and securitization costs, including amounts required 
for credit enhancement, if any; and (vi) pay preferred stock dividends. Many 
of these cash requirements increase as the Company's volumes of lease 
origination increase. A substantial portion of the Company's revenues in any 
period might represent revenues from sales or securitizations of leases, if 
any, but a portion of the cash underlying such revenues is generally received 
over the life of the leases. The Company retains the servicing of securitized 
leases and receives the related servicing income for the securitized pools.

The Company has historically been successful in meeting its liquidity needs, 
principally through borrowings from financial institutions under its 
warehouse line, securitizations and whole lease sales, portfolio sales and 
sales of equity and debt securities.

Westar was the third company in the nation to structure a free standing lease 
securitization, an accomplishment of a limited number of companies. 

<PAGE>

The Company was the first to originate multiple securitizations from within a 
single special purpose entity and to originate a tax benefit transfer from 
within a securitization. The Company believes that its unique bankruptcy 
remote structure, its "Carlson Trust," is more efficient and cost effective 
than alternative structures in use by others. 

The Company plans to continue to sell leases as they are produced, either 
through securitizations in the institutional capital markets, through 
private placements on a "whole lease" basis with commercial banks or 
other sophisticated investors or on a flow basis with commercial banks.

The revolving credit facility provided by Bank One is the primary source of 
cash to finance the acquisition of vehicle leases until they are sold. Westar 
and Bank One have agreed to a warehouse facility of $15 million on a 
non-recourse basis as well as a "whole lease" purchase facility of $25 
million (in November, 1998), both in addition to the $28 million 
securitization completed in August. After repayment of borrowings from Bank 
One under the warehouse line, the net proceeds from securitizations or sales 
provide a source of cash for future acquisition of vehicle leases and general 
and administrative expenses. Each of Westar's sales and securitizations in 
fiscal 1999 produced positive cash flows.

Though there can be no assurance of their success, the Company is currently 
in negotiations to obtain additional financings to provide for planned growth 
over the next several years.

It is the opinion of management that, as of December 31, 1998, the liquidity 
sources discussed above are sufficient to meet the Company's immediate cash 
flow needs in the normal course of business.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None


<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Index to Exhibits

              2.  Plan of acquisition, reorganization, arrangement, liquidation
                  or succession

                  2.1  Plan and Agreement of Merger between Westar Financial
                       Services Incorporated and Republic Leasing Incorporated
                       incorporated by reference to the Exhibit to Form 10-K
                       dated June 11, 1996.

              3.  Articles of Incorporation and Bylaws

                  3.1  The Articles of Incorporation of Westar Financial
                       Services Incorporated filed on February 13, 1996
                       incorporated by reference to the Exhibit to Form 10-K
                       dated June 11, 1996.

                  3.2  The Bylaws of Westar Financial Services Incorporated
                       adopted on February 21, 1996 incorporated by reference to
                       the Exhibit to Form 10-K dated June 11, 1996.

              4.  Instruments defining the rights of security holders, including
                  indentures.

                  4.1  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 1 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated
                       June 11, 1996.

                  4.2  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 2 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated
                       June 11, 1996.

                  4.3  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 3 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated
                       June 11, 1996.

                  4.4  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 4 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated
                       June 11, 1996.

             10.  Material Contracts.

                  10.1  Republic Leasing Incorporated 1994 Stock Option Plan
                        incorporated by reference to the Exhibit to Form 10-K
                        dated June 11, 1996.

                  10.2  The Letter Agreement between Republic Leasing

<PAGE>

                        Incorporated and The Industrial Bank of Japan, Limited
                        dated March 3, 1995 incorporated by reference to the
                        Exhibit to Form 10-K dated June 11, 1996.

                  10.3  Revolving Credit Agreement among Westar Auto Finance,
                        L.L.C. as Borrower, Republic Leasing Incorporated as
                        Guarantor and Bank One, Columbus, N.A., as Lender dated
                        July 12, 1995 incorporated by reference to the Exhibit
                        to Form 10-K dated June 11, 1996.

                  10.4  Amendment, dated February 15, 1996, to the Revolving
                        Credit Agreement with Bank One, Columbus, N.A., dated
                        July 12, 1995 incorporated by reference to the Exhibit
                        to Form 10-K dated June 11, 1996.

                  10.5  The Promissory Note between Westar Financial Services
                        Incorporated and Mud Bay Holdings Ltd., as a lender
                        dated January 15, 1997 incorporated by reference to the
                        Exhibit to Form 10-K dated September 9, 1997.

                  10.6  The Promissory Note between Westar Financial Services
                        Incorporated and & Capital Inc., as the lender dated
                        April 15, 1997 incorporated by reference to the Exhibit
                        to Form 10-Q dated September 22, 1997.

                  10.7  The Amended and Restated Revolving Credit Loan agreement
                        between Westar Financial Services Incorporated and Bank
                        One, as the lender dated July 22, 1997 incorporated by 
                        reference to the Exhibit to Form 10-Q dated November 
                        13, 1997.

                  10.8  The Amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the 
                        lender dated October 20, 1997 incorporated by reference
                        to the Exhibit to Form 10-Q dated November 13, 1997.

                  10.9  The Amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the 
                        lender dated February 9, 1998 incorporated by reference 
                        to the Exhibit to Form 10-Q dated February 17, 1998.

                  10.10 The Amended agreement between Westar Financial Services
                        Incorporated and Bank One as the lender dated
                        October 27, 1997 incorporated by reference to the 
                        Exhibit to Form 10-Q dated February 17, 1998.

                 10.11  The Amended agreement between Westar Financial Services
                        Incorporated and Bank One, as the lender dated March 
                        31, 1998 incorporated by reference to the Exhibit to 
                        Form 10-K dated February 17, 1999.

                  10.12 The Amended agreement between Westar Financial Services 
                        Incorporated and Mud Bay, as the lender dated August 31,
                        1998 incorporated by reference to the Exhibit to Form 

<PAGE>


                        10-K dated February 17, 1999.

                  10.13 The Amended agreement between Westar Financial Services 
                        Incorporated and Cathy Carlson, as the lender dated 
                        April 30, 1998 incorporated by reference to the Exhibit
                        to Form 10-K dated February 17, 1999.

                  10.14 The Amended agreement between Westar Financial Services 
                        Incorporated and & Capital Inc., as the lender dated 
                        August 31, 1998 incorporated by reference to the Exhibit
                        to Form 10-K dated February 17, 1999.

                  10.15 The Amended agreement between Westar Financial Services 
                        Incorporated and & Capital Inc., as the lender dated 
                        August 31, 1998 incorporated by reference to the Exhibit
                        to Form 10-K dated February 17, 1999.

                  10.16 The promissory note between Westar Financial Services 
                        Incorporated and Summit Capital as a lender dated 
                        May 1, 1998 incorporated by reference to the Exhibit to 
                        Form 10-K dated February 17, 1999.

                  10.17 The promissory note between Westar Financial Services 
                        Incorporated and PLMC, LLC, as a lender dated April 30,
                        1998 incorporated by reference to the Exhibit to Form 
                        10-Q dated March 1, 1999.

                  10.18 The promissory note between Westar Financial Services 
                        Incorporated and PLMC, LLC as a lender dated May 11, 
                        1998 incorporated by reference to the Exhibit to Form
                        10-Q dated March 1, 1999

                  10.19 The Amended agreement between Westar Financial Services 
                        Incorporated and Bank One, as the lender dated June 25,
                        1998 incorporated by reference to the Exhibit to Form 
                        10-Q dated March 1, 1999.

                  10.20 The Second Amended agreement between Westar Financial
                        Services Incorporated and Bank One, as the lender dated
                        July 22, 1998 incorporated by reference to the Exhibit  
                        to Form 10-Q dated March 1, 1999.

                  10.21 The purchase/repurchase agreement between Westar 
                        Financial Services Incorporated and T&W Financial 
                        Services, dated July 23, 1998 incorporated by
                        reference to the Exhibit to Form 10-Q dated March 1,
                        1999.


             27.  Financial Data Schedule

        (b)  Reports on Form 8-K

             None


<PAGE>

                              SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Regi-
strant has duly caused this Report to be signed on its behalf by the under-
signed, thereunto duly authorized.

                           WESTAR FINANCIAL SERVICES INCORPORATED




March 1, 1998               R. W. Christensen, Jr., President
(Date)                     (Signature)


March 1, 1998               Warren Kornfeld, Senior Vice President, Finance
(Date)                     (Signature)