SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[ ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

     For the fiscal year ended June 30, 2003
                               -------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
     ACT OF1934

     For the transition period from ________ to ________.

                        Commission file number: 000-29655

                           Alamogordo Financial Corp.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

            Federal                                     74-281948
-------------------------------          ---------------------------------------
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

        500 10th Street
    Alamogordo, New Mexico                                               88310
-------------------------------                                       ----------
(Address of Principal Executive                                       (Zip Code)
           Offices)

Securities registered under Section 12(b) of the Exchange Act: None
                                                               ----

Securities registered under Section 12(g) of the Exchange Act:

                      Common Stock par value $.10 per share
                      -------------------------------------
                                (Title of Class)

                                 (505) 437-9334
                ------------------------------------------------
                (Issuer'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 Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         The Issuer's revenues for the fiscal year ended June 30, 2003 were $
9.6 million.

         The aggregate market value of the voting stock held by nonaffiliates of
the Registrant, computed by reference to the average of the closing bid and ask
price of such stock on the OTC Bulletin Board on September 17, 2003 was
approximately $7.7 million.

         The number of shares outstanding of the Issuer's Common Stock, the
issuer's only class of outstanding capital stock, as of September 17, 2003 was
1,299,555.

                       Documents Incorporated by Reference

         The following documents, in whole or in part, are specifically
incorporated by reference in the indicated Part of this Annual Report on Form
10-KSB:

I.       Portions of the Alamogordo Financial Corp. Proxy Statement for the 2003
         Annual Meeting of Shareholders are incorporated by reference into
         certain items of Part III.

II.      Portions of the Alamogordo Financial Corp. 2003 Annual Report are
         incorporated by reference into certain items of Part II.
<PAGE>

                                     PART I

Item 1.       Business
-------       --------

         Alamogordo Financial Corporation. We own 100% of the outstanding shares
of Alamogordo Federal Savings and Loan Association. We have not engaged in any
significant business activity other than owning the common stock of Alamogordo
Federal. Our principal executive offices are located at 500 10th Street,
Alamogordo, New Mexico, and our telephone number is (505) 437-9334.

         Alamogordo Federal Savings and Loan Association. Alamogordo Federal is
a community-oriented savings association engaged primarily in the business of
offering FDIC-insured deposits to customers and investing those deposits,
together with funds generated from operations and borrowings, in loans,
investment securities and mortgage-backed securities. Alamogordo Federal's
mortgage loans include one- to four-family residential, multifamily and
nonresidential, construction and land loans. Consumer and other loans include
second mortgage, consumer, commercial business and deposit account loans. Based
on total deposits, Alamogordo Federal is the second largest depository
institution headquartered in Alamogordo, and the New Mexico County of Otero.

Market Area

         We operate one full-service branch in addition to our main office. Our
branch and main office are both located in Alamogordo, New Mexico. Our
geographic market area for loans and deposits is principally Otero County, New
Mexico. The majority of our loans are secured by real estate in Otero County,
New Mexico. Otero County's economy is heavily dependent on two U.S. Government
military installations located in the county. Otero County is located in
southern New Mexico, 90 miles northeast of El Paso, Texas, and is adjacent to
the New Mexico counties of Lincoln, Chaves, Eddy, Dona Ana and Sierra and the
Texas counties of El Paso, Hudspeth and Culberson.

         The local economy is comprised primarily of tourist-related activity
and light manufacturing. White Sands National Monument, home of the annual White
Sands Balloon Festival, is a major attraction, as are the International Space
Hall of Fame and the Lincoln National Forest.

         Holloman Air Force Base, the area's largest employer, is located near
Alamogordo, and is the home of the 49 Fighter Wing, flying the F-117 Stealth
Fighter. The air force base is also home to the German Air Force Flying Training
Center which provides flight training for Germany's Tornado Pilots. Holloman is
also the home of the high speed test track which provides extensive testing for
various aircraft components.

         White Sands Missile Range, a U.S. Army installation near Alamogordo, is
the second largest overland testing range in the world. The range is utilized by
Holloman Air Force Base, Fort Bliss, Texas, and various defense contractors, and
is presently home to the High Energy Laser Test Facility developing a ballistic
missile defense system. White Sands Missile Range is the birthplace of the U.S.
rocket program in the 1940's, and today is the testing site for numerous
Department of Defense research and evaluation programs including the next
generation for anti-ballistic missiles.

         Other larger employers include the Alamogordo Public Schools, Inn of
the Mountain Gods, Wal-Mart Super Center, Gerald Champion Regional Medical
Center, City of Alamogordo and 1-800-Flowers.com.

Lending Activities

         Loan Portfolio Composition. At June 30, 2003, we had total loans of
$102.4 million, of which $79.5 million, or 77.6%, were one- to four-family
residential mortgages. The remainder of our mortgage loans at June 30, 2003,
consisted of multi-family and nonresidential, land and construction loans. In
addition, we originate consumer and other loans including second mortgage loans,
consumer loans, commercial business loans, and deposit account loans. As of June
30, 2003, $7.1 million, or 7.0%, of our total loans have adjustable rates of
interest.

         Our loans are subject to federal and state law and regulations. The
interest rates we charge on loans are affected principally by the demand for
loans, the supply of money available for lending purposes and the interest
<PAGE>

rates offered by our competitors. These factors are, in turn, affected by
general and local economic conditions, monetary policies of the federal
government, including the Federal Reserve Board, legislative tax policies and
governmental budgetary matters.

         The following table shows the composition of Alamogordo Federal's loan
portfolio in dollar amounts and in percentages (before deductions for loans in
process, deferred fees and discounts and allowances for losses) as of the dates
indicated.

<TABLE>
<CAPTION>
                                                                June 30,
                                          ----------------------------------------------------
                                                    2003                         2002
                                          ------------------------     -----------------------
                                            Amount        Percent        Amount       Percent
                                          ----------    ----------     ----------   ----------
                                                                        (Dollars in Thousands)

<S>                                       <C>                <C>       <C>               <C>
Mortgage loans:
  One- to four-family .................   $   79,456          77.6%    $  100,710         85.3%
  Multifamily and nonresidential ......       14,040          13.7          8,535          7.2
  Construction ........................        2,664           2.6          2,584          2.2
  Land ................................           93           0.1            129          0.1
                                          ----------    ----------     ----------   ----------
    Total mortgage loans ..............       96,253          94.0        111,958         94.8
                                          ----------    ----------     ----------   ----------
Consumer and other loans:
  Second mortgage .....................        1,305           1.3          1,585          1.3
  Consumer ............................        1,746           1.7          1,260          1.1
  Commercial business .................        1,924           1.9          2,223          1.9
  Deposit account .....................        1,145           1.1          1,067          0.9
                                          ----------    ----------     ----------   ----------
    Total consumer and other loans ....        6,120           6.0          6,135          5.2
                                          ----------    ----------     ----------   ----------

      Total loans .....................      102,373         100.0%       118,093        100.0%
                                                        ==========                  ==========

Less:
  Loans in process ....................         (807)                        (410)
  Deferred fees and discounts .........         (431)                        (601)
  Allowance for losses ................         (540)                        (539)
                                          ----------                   ----------
    Total loans receivable, net .......   $  100,595                   $  116,543
                                          ==========                   ==========
</TABLE>

         Loan Maturity Schedules. The following table sets forth the dollar
amounts of fixed- and adjustable-rate loans at June 30, 2003 that are
contractually due after June 30, 2004.

                                               Fixed     Adjustable      Total
                                            ----------   ----------   ----------
                                                       (In thousands)

Mortgage loans:
   One- to four-family ..................   $   74,395   $    1,726   $   76,121
   Multifamily and nonresidential .......       10,405        2,312       12,717
   Construction .........................          250          392          642
   Land .................................           80           --           80
Consumer and other loans ................        3,584          472        4,056
Add back: Loans in process ..............          807           --          807
                                            ----------   ----------   ----------
Total loans due after one year ..........   $   89,521   $    4,902   $   94,423
                                            ==========   ==========   ==========

                                        2
<PAGE>

         Maturity of Loan Portfolio. The following table sets forth certain
information at June 30, 2003 regarding the dollar amount of loans maturing in
Alamogordo Financial's portfolio based on their contractual terms to maturity,
but does not include scheduled payments or potential prepayments. Demand loans,
over draft loans and loans with no stated maturity are reported as becoming due
within one year. Loan balances do not include undisbursed loan proceeds,
unearned discounts, unearned income and allowance for loans losses..

<TABLE>
<CAPTION>
                              One- to       Multifamily and                                          Consumer
                            Four-Family      Nonresidential     Construction         Land            and Other           Total
                          ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
                                  Weighted          Weighted          Weighted          Weighted          Weighted          Weighted
                                   Average           Average           Average           Average           Average           Average
                           Amount    Rate    Amount    Rate    Amount    Rate    Amount    Rate    Amount    Rate    Amount    Rate
                          --------  -----   --------  -----   --------  -----   --------  -----   --------  -----   --------  -----
                                                                    (Dollars in Thousands)

<S>                       <C>       <C>     <C>        <C>    <C>        <C>    <C>        <C>    <C>        <C>    <C>        <C>
Due During Years
----------------
Ending June 30,
---------------
2004 ...................  $  2,778   7.19%  $  1,323   6.28%  $  1,772   6.36%  $     13   5.15%  $  2,064   7.19%  $  7,950   6.86%
2005 ...................     3,167   7.07      1,437   6.33         --     --         23   9.29      1,866   7.45      6,493   6.95
2006 ...................     3,081   7.10      2,063   6.66         --     --         44  10.23        805   7.37      5,993   7.01
2007 and 2008 ..........     6,422   7.11      2,478   6.51         --     --          7   9.82        745   7.35      9,652   6.97
2009 to 2013 ...........    16,446   7.10      4,529   6.55         --     --          6   9.88        515   7.48     21,496   7.00
2014 to 2028 ...........    41,385   7.13      2,161   6.40        642   6.13         --     --        125   7.51     44,313   7.02
2029 and following .....     5,620   7.11         49   6.40         --     --         --     --         --     --      5,669   7.01
Add back: loans in
   process .............       557                --               250                --                --                80
                          --------  -----   --------  -----   --------  -----   --------  -----   --------  -----   --------  -----
Total loans ............  $ 79,456  77.12%  $ 14,040   6.49%  $  2,664   6.30%  $     93   9.23%  $  6,120   7.34%  $102,373   6.99%
                          ========  =====   ========  =====   ========  =====   ========  =====   ========  =====   ========  =====
</TABLE>

                                        3
<PAGE>

         One- to Four-Family Residential Real Estate Loans. We emphasize the
origination of mortgage loans secured by one- to four-family properties that
serve as the primary residence of the owner, although we also offer loans
secured by properties that do not serve as the primary residence of the owner.
We currently hold most of the loans that we originate in our portfolio and
intend to continue to do so, although in the past we have sold loans. From time
to time we purchase one- to four-family residential mortgage loans, and have
purchased loans that are secured by properties that are not located in our
market area. Generally, the loans that we purchase have adjustable rates of
interest, and are purchased as part of our interest rate risk management
strategy. As of June 30, 2003, loans secured by one- to four-family residential
properties accounted for $102.4 million, or 79.5%, of our total loan portfolio.

         We originate a significant amount of 30-year fixed-rate residential
real estate loans that are partially guaranteed as to repayment of principal and
interest by the Department of Veterans Affairs (the "VA"). The Department of
Veterans Affairs guarantees a portion of the mortgage loan principal balance
against default by the borrower. VA guaranteed loans may be repaid at any time
without penalty, and are assumable by another borrower at the same rate if the
borrower sells a home. At June 30, 2003, $13.0 million, or 16.3%, of our one- to
four-family residential real estate loans were VA guaranteed loans.

         We originate VA guaranteed loans in amounts up to 100% of the appraised
value or selling price of the mortgaged property, whichever is less. In other
cases, we lend up to 95% of the lesser of the appraised value or purchase price
of the property, with the condition that private mortgage insurance is required
on loans with a loan-to-value ratio in excess of 80%. On occasion we originate
non-conforming loans which are tailored for the local community, but which may
not satisfy the various requirements imposed by government-sponsored
enterprises.

         Our one- to four-family residential mortgage loan originations are
generally for terms from 10 to 30 years, and amortize on a monthly basis with
interest and principal due each month. Residential real estate loans often
remain outstanding for significantly shorter periods than their contractual
terms as borrowers may refinance or prepay loans at their option without
penalty. Except for our VA guaranteed loans, our one- to four-family residential
mortgage loans customarily contain "due-on-sale" clauses which permit us to
accelerate the indebtedness of the loan upon transfer of ownership of the
mortgage property. Because our local economy is heavily dependent on two U.S.
Government military installations located in the county, many of our borrowers
are employed by the federal government in positions that require frequent
relocation. When these borrowers relocate, they often sell the homes securing
the loan, and prepay the mortgage loan. As a result, we believe our one- to
four-family residential real estate loans, particularly our 30-year VA
guaranteed loans, remain outstanding for a shorter period of time than the
national average for 30-year fixed-rate one- to four-family residential real
estate loans.

         We also offer adjustable-rate mortgage, or ARM, loans with a maximum
term of 30 years. The adjustable-rate loans that we offer generally include
limitations on the maximum increases and decreases in interest rates, and may
have "teaser" rates, or relatively low initial rates of interest. We believe
that adjustable-rate mortgage loans help reduce our exposure to changes in
interest rates. However, there are unquantifiable credit risks resulting from
potential increased costs to the borrower as a result of the pricing of
adjustable-rate mortgage loans. During periods of rising interest rates, the
risk of default on adjustable-rate mortgage loans may increase due to the upward
adjustment of interest cost to the borrower. We did not originate any
adjustable-rate one- to four-family residential real estate loans during the
fiscal year ended June 30, 2003.

         During the fiscal year ended June 30, 2003, we purchased five
adjustable rate loans totaling $1.9 million and a $563,000 fixed-rate loan
secured by commercial real estate located in New Mexico. During the fiscal year
ended June 30, 2002, we purchased a $238,000 adjustable-rate loan secured by
commercial real estate located in New Mexico. At June 30, 2003, our portfolio
included $1.8 million of adjustable-rate one- to four-family residential
mortgage loans, or 1.8% of our total loan portfolio. Almost all of the
adjustable-rate loans that we currently own were purchased from another lender
and are secured by real estate located outside of our market area.

         Multifamily and Nonresidential Real Estate Lending. Our multifamily and
nonresidential real estate loans include real estate loans secured primarily by
first liens on commercial real estate and apartment buildings. The commercial
real estate properties are predominantly nonresidential properties such as
office buildings, retail stores and more specialized properties such as
churches, mobile home parks and restaurants. Loans secured by

                                        4
<PAGE>

commercial real estate totaled $ 13.6 million, or 13.3%, of our total loan
portfolio as of June 30, 2003, and consisted of 37 loans outstanding with an
average loan balance of approximately $ 368,000. Loans secured by multifamily
residential real estate totaled $ 430,000, or 0.4%, of our total loan portfolio
as of June 30, 2003, and consisted of four loans outstanding with an average
loan balance of approximately $ 215,000. Substantially all of our commercial
real estate and multifamily loans are secured by properties located in our
primary market area. As of June 30, 2003, we had one multifamily residential
real estate loan and two commercial real estate loans with balances in excess of
$ 500,000. One of the commercial real estate loans was restructured during the
year ended June 30, 2003, as discussed below in "--Asset Quality--Non-Performing
Loans." As of June 30, 2003, each of our loans with balances in excess of $
500,000 was performing in accordance with its contractual terms.

         As part of our ongoing interest rate risk management, we offer
adjustable-rate commercial and multifamily real estate loans. The initial
interest rates on these loans adjust after an initial three or five year period
to new market rates that generally range between 200 to 350 basis points over
the then-current three or five year U.S. Treasury or FHLB rates. Commercial and
multifamily residential real estate loans typically have a term of approximately
10 years, with an amortization schedule of approximately 20 years, and may be
repaid subject to certain penalties.

         In the underwriting of commercial and multifamily real estate loans, we
generally lend up to 70% of the property's appraised value on apartment
buildings, and commercial properties that are not owner-occupied, and up to 75%
of the property's appraised value on commercial properties that are
owner-occupied. Appraised values are determined by independent appraisers that
we designate. We generally obtain an environmental assessment from an
independent engineering firm of any environmental risks that may be associated
with a particular building or the site. Decisions to lend are based on the
economic viability of the property and the creditworthiness of the borrower.
Creditworthiness is determined by considering the character, experience,
management and financial strength of the borrower, and the ability of the
property to generate adequate funds to cover both operating expenses and debt
service. In evaluating a commercial real estate loan, we emphasize primarily the
ratio of net cash flow to debt service for the property, generally requiring a
ratio of at least 125%, computed after deduction for a vacancy factor and
property expenses that we deem appropriate. In addition, a personal guarantee of
the loan is generally required from the principal(s) of the borrower. On all
real estate loans, we require title insurance insuring the priority of its lien,
fire and extended coverage casualty insurance, and flood insurance, if
appropriate, in order to protect our security interest in the underlying
property.

         Multifamily and nonresidential real estate loans generally carry higher
interest rates and have shorter terms than one- to four-family residential
mortgage loans. Multifamily and nonresidential real estate loans, however,
entail significant additional credit risks compared to one- to four-family
residential mortgage loans, as they typically involve large loan balances
concentrated with single borrowers or groups of related borrowers. In addition,
the payment experience on loans secured by income producing properties typically
depends on the successful operation of the related real estate project and thus
may be subject to a greater extent to adverse conditions in the real estate
market and in the economy generally.

         Construction and Land Loans. We originate acquisition, development and
construction loans to builders in our market area. Acquisition loans are made to
help finance the purchase of land intended for further development, including
single-family houses, multifamily housing, and commercial income property. Loans
for the acquisition of land are generally limited to our most creditworthy
customers. In general, the maximum loan-to-value ratio for a land acquisition
loan is 60% of the appraised value of the property. Development loans are often
made in conjunction with development and construction loans. Acquisition loans
may also be made to borrowers who already own the property, but who require
additional financing to develop the property.

         We also make development loans to builders in our market area to
finance improvements to real estate, consisting mostly of single-family
subdivisions, typically to finance the cost of utilities, roads and sewers.
Builders generally rely on the sale of single family homes to repay development
loans, although in some cases the improved building lots may be sold to another
builder. The maximum loan-to-value ratio for these loans is generally 60% of the
appraised value of the property. Advances are made in accordance with a schedule
reflecting the cost of improvements. Our policy is to confirm prior to each
advance that the improvements have been completed properly

                                        5
<PAGE>

as evidenced by an inspection report issued by an appraiser or engineer that we
hire. In addition, prior to advancing funds, we confirm that its lien priority
remains in effect.

         We also grant construction loans to area builders, often in conjunction
with development loans. These loans finance the cost of completing homes on the
improved property. The loans are generally limited to the lesser of 75% of the
appraised value of the property or the actual cost of improvements. In the case
of single-family construction, we limit the number of houses we will finance
that are not under contract for sale. As part of our underwriting process for
construction loans on income producing properties, such as apartment buildings
and commercial rental properties, we consider the likelihood of leasing the
property at the expected rental amount, and the time to achieve sufficient
occupancy levels. We generally require a percentage of the building to be leased
prior to granting a construction loan on income producing property.

         Advances on construction loans are made in accordance with a schedule
reflecting the cost of construction. Our policy is to confirm prior to each
advance that the construction has been completed properly as evidenced by an
inspection report typically issued by an in-house staff inspector. We also
confirm that our lien priority remains in force before advancing funds. The
normal construction period is six months, during which time we collect monthly
interest on the loan. Repayment of construction loans on residential
subdivisions is normally expected from the sale of units to individual
purchasers, although we may convert the construction loan into permanent
financing at such time. In the case of income producing property, repayment is
usually expected from permanent financing upon completion of construction. We
commit to provide the permanent mortgage financing on most of our construction
loans on income-producing property.

         Acquisition, development and construction lending exposes us to greater
credit risk than permanent mortgage financing. The repayment of acquisition,
development and construction loans depends upon the sale of the property to
third parties or the availability of permanent financing upon completion of all
improvements. These events may adversely affect the borrower and the collateral
value of the property. Development and construction loans also expose us to the
risk that improvements will not be completed on time in accordance with
specifications and projected costs. In addition, the ultimate sale or rental of
the property may not occur as anticipated.

         Consumer and Other Loans. The Bank originates a variety of consumer and
other loans, including second mortgage loans, consumer loans, deposit account
loans and commercial business loans. As of June 30, 2003, consumer and other
loans totaled $ 6.1 million, or 6.0% of the total loan portfolio. Our second
mortgage loans include fixed-rate, fixed-term second mortgage and home equity
loans. Our second mortgage loans are offered in amounts up to 90% of the
appraised value of the property (including prior liens). Other consumer loans
primarily include loans secured by personal property such as autos, recreational
vehicles and boats, although we make a small number of unsecured loans that are
personally guaranteed. Our procedures for underwriting consumer loans include an
assessment of an applicant's credit history and the ability to meet existing
obligations and payments on the proposed loan. Although an applicant's
creditworthiness is a primary consideration, the underwriting process also
includes a comparison of the value of the collateral security, if any, to the
proposed loan amount. Consumer loans generally entail greater risk than
residential mortgage loans, particularly in the case of consumer loans that are
unsecured or secured by assets that tend to depreciate, such as automobiles. In
such cases, repossessed collateral for a defaulted consumer loan may not provide
an adequate source of repayment for the outstanding loan and the remaining
deficiency often does not warrant further substantial collection efforts against
the borrower. In addition, the repayment of consumer loans depends on the
borrower's continued financial stability, as their repayment is more likely than
a single family mortgage loan to be adversely affected by job loss, divorce,
illness or personal bankruptcy. Furthermore, the application of various federal
and state laws (including bankruptcy and insolvency laws) may limit the amount
that can be recovered on such loans.

         We also currently offer commercial business loans to customers in our
market area, some of which are secured in part by additional real estate
collateral. In our effort to expand our customer account relationships and
develop a broader base of more interest rate sensitive assets, we make various
types of secured commercial loans for the purpose of financing equipment
acquisition, expansion, working capital, inventory, operations and other general
business purposes. The terms of these loans generally range from less than one
year to up to ten years. The loans are either negotiated on a fixed-rate basis
or carry adjustable interest rates indexed to a lending rate which is determined
internally, or a short-term market rate index.

                                        6
<PAGE>

         We base our commercial credit decisions upon a complete credit
assessment of the loan applicant. We try to comprehensively assess the risks
involved in the loan as part of our overall determination of whether the
applicant will be able to repay in accordance with the proposed terms. We
generally require personal guarantees of the principals. In addition to
evaluating the loan applicant's financial statements, we try to determine the
probable adequacy of the primary and secondary sources of repayment that we may
rely upon in the transaction. We supplement our analysis of the applicant's
creditworthiness with credit agency reports of the applicant's credit history as
well as bank checks and trade investigations. We also analyze collateral
supporting a secured transaction to determine its marketability and liquidity.
Commercial business loans generally bear higher interest rates than residential
loans, but they also involve a higher risk of default since their repayment is
generally dependent on the successful operation of the borrower's business.

         Loan Originations, Purchases, Sales and Servicing. Although we
originate both fixed-rate and adjustable-rate loans, our ability to generate
each type of loan depends upon borrower demand, market interest rates, borrower
preference for fixed- versus adjustable-rate loans, and the interest rates
offered on each type of loan by other lenders in our market area. This includes
competing banks, savings institutions, credit unions, and mortgage banking
companies, as well as life insurance companies, and Wall Street conduits that
also actively compete for local commercial real estate loans. Loan originations
are derived from a number of sources, including branch office personnel,
existing customers, borrowers, builders, attorneys, real estate broker referrals
and walk-in customers.

         Our loan origination and sales activity may be adversely affected by a
rising interest rate environment that typically results in decreased loan
demand. Accordingly, the volume of loan originations and the profitability of
this activity can vary from period to period. One- to four-family residential
mortgage loans are generally underwritten to current Fannie Mae and Freddie Mac
seller/servicer guidelines, although we generally do not sell our loans.

         From time to time we purchase one- to four-family residential mortgage
loans, and have purchased loans that are secured by properties that are not
located in our market area. Generally, the loans that we purchase have
adjustable rates of interest, and are purchased as part of our interest rate
risk strategy. Almost all of the adjustable-rate loans that we currently own
were purchased from another lender and are secured by real estate located
outside of our market area.

                                        7
<PAGE>

         The following table presents our loan originations, purchases, sales
and principal payments for the periods indicated.

                                                         Years Ended June 30,
                                                       ------------------------
                                                          2003          2002
                                                       ----------    ----------
                                                            (In Thousands)

Loans receivable, net, at beginning of period ......   $  116,543    $  122,995
Loans originated:
  Mortgage loans:
    One- to four-family ............................        9,082        12,061
    Multifamily and nonresidential .................        4,270         2,730
    Construction ...................................        3,009         3,072
    Land ...........................................          977           815
                                                       ----------    ----------
      Total mortgage loans originated ..............       17,338        18,678
                                                       ----------    ----------
  Consumer and other loans:
    Commercial .....................................        1,332         1,147
    Second mortgage, consumer and deposit account ..        2,237         2,849
                                                       ----------    ----------
      Total consumer and other loans originated ....        3,569         3,996
                                                       ----------    ----------
Loans purchased:
  Mortgage loans:
    One- to  four-family ...........................           --            --
    Multifamily and nonresidential .................        2,474           238
    Construction ...................................           --            --
    Land ...........................................           --            --
                                                       ----------    ----------
      Total loans purchased ........................        2,474           238
                                                       ----------    ----------
Loans sold:
  Mortgage loans:
    One- to  four-family ...........................       (5,095)           --
    Multifamily and nonresidential .................           --            --
    Construction ...................................           --            --
    Land ...........................................           --            --
                                                       ----------    ----------
      Total loans sold .............................       (5,095)           --
                                                       ----------    ----------

      Principal repayments .........................      (34,006)      (29,929)
                                                       ----------    ----------

Increase (decrease) in other items, net ............         (228)          565
                                                       ----------    ----------

Loans receivable, net, at end of period ............   $  100,595    $  116,543
                                                       ==========    ==========

         Loan Approval Procedures and Authority. Once we receive a completed
application, it is presented to the Loan Committee, which consists of Alamogordo
Federal's directors, senior management and loan officers. Our President has
lending authority up to $50,000, and other officers may have individual lending
authority up to $35,000. Loans of up to $250,000 may be approved by any three
members of the Loan Committee (other than loan officers). All loans of over
$250,000 must be approved by the Board of Directors.

         Upon receipt of a completed loan application from a prospective
borrower, we order a credit report and we verify certain other information. If
necessary, we obtain additional financial or credit related information. We
require an appraisal for all mortgage loans including loans made to refinance
existing mortgage loans. Appraisals are performed by licensed or certified
third-party appraisal firms which have been approved by our Board of Directors.
We require title insurance on all first mortgage loans and certain other loans.
We require borrowers to obtain hazard insurance, and if applicable, we may
require borrowers to obtain flood insurance prior to closing. Generally,
borrowers are required to deposit funds on a monthly basis together with each
payment of principal and interest to a mortgage escrow account from which we
make disbursements for items such as real estate taxes, flood insurance, hazard
insurance, and private mortgage insurance premiums, if required.

                                        8
<PAGE>

Asset Quality

         One of our key operating objectives has been and continues to be to
maintain a high level of asset quality. Through a variety of strategies,
including, but not limited to, borrower workout arrangements and aggressive
marketing of foreclosed properties, we have been proactive in addressing problem
and non-performing assets. These strategies, as well as our high proportion of
one- to four-family mortgage loans, our maintenance of sound credit standards
for new loan originations and our loan administration procedures, have
historically resulted in low delinquency ratios and low levels of non-
performing assets. These factors have helped strengthen our financial condition.

         Delinquent Loans and Foreclosed Assets. When a borrower fails to make
required payments on a loan, we take a number of steps to induce the borrower to
cure the delinquency and restore the loan to a current status. In the case of
mortgage loans, our mortgage servicing department is responsible for collection
procedures from the 15th day up to the 120th day of delinquency. A late charge
notice is sent at 15 days. A reminder letter requesting prompt payment is sent
on the 25th day. At 30 days we also attempt to establish telephone contact with
the borrower. If no contact is established, progressively stronger collection
letters are sent on the 45th and 60th days of delinquency. Between the 60th and
90th day of delinquency, if telephone contact has not been established or if
there has been mail returned, the collector or his assistant makes a physical
inspection of the property. When contact is made with the borrower at any time
prior to foreclosure, we attempt to obtain full payment of the amount delinquent
or work out a repayment schedule with the borrower in order to avoid
foreclosure. It has been our experience that most loan delinquencies are cured
within 90 days and no legal action is taken.

         We send the "right to cure" foreclosure notice when a loan is
approximately 75 days delinquent. This contains a "right to cure" clause that
gives our customer the terms which must be met within 30 days of the date the
letter is sent in order to avoid foreclosure action. After this letter expires,
we send the loan to committee for approval to foreclose. We commence foreclosure
if the loan is not brought current by the 120th day of delinquency unless
specific limited circumstances warrant an exception. We hold property foreclosed
upon as other real estate owned. We carry foreclosed real estate at its fair
market value less estimated selling costs. If a foreclosure action is commenced
and the loan is not brought current, paid in full or refinanced before the
foreclosure sale, we either sell the real property securing the loan at the
foreclosure sale or sell the property as soon thereafter as practical. The
collection procedures for Federal Housing Association ("FHA") and VA one- to
four-family mortgage loans follow the collection guidelines outlined by those
agencies.

         The collection procedures for consumer and other loans include our
sending periodic late notices and letters to a borrower once a loan is past due.
We attempt to make direct contact with a borrower once a loan is 15 days past
due. We follow the same collection procedure as mortgages in our attempts to
reach individuals by telephone and sending them letters and notices. Supervisory
personnel in our lending area and in our collection area review loans 30 days or
more delinquent on a regular basis. If collection activity is unsuccessful after
120 days, we may charge off a loan and/or refer the matter to our legal counsel
for further collection effort. Loans deemed uncollectible by our Collection
Department are proposed for charge-off. All loan charge-offs regardless of
amount are to be approved by the senior loan officer or the president. Those
charge-offs in excess of $2,500 must be approved by a second senior officer and
reported to the Executive Committee or the Lending Committee at its next
scheduled meeting.

         Our policies require that management continuously monitor the status of
the loan portfolio and report to the Board of Directors on a monthly basis.
These reports include information on delinquent loans and foreclosed real estate
and our actions and plans to cure the delinquent status of the loans and to
dispose of the real estate.

                                        9
<PAGE>

         Delinquent Loans. The following table sets forth our loan delinquencies
by type, by amount and by percentage of type at June 30, 2003.

<TABLE>
<CAPTION>
                                                    Loans Delinquent For:
                                    ----------------------------------------------------
                                                                    90 Days and Over
                                           30-89 Days             and Nonaccrual Loans       Total Delinquent Loans
                                    ------------------------    ------------------------    ------------------------
                                                      Percent                     Percent                     Percent
                                                      Of Loan                     Of Loan                     Of Loan
                                    Number   Amount  Category   Number   Amount  Category   Number   Amount  Category
                                    ------   ------   ------    ------   ------   ------    ------   ------   ------
                                                                 (Dollars in Thousands)

<S>                                     <C>  <C>       <C>          <C>  <C>        <C>         <C>  <C>       <C>
Mortgage loans:
  One- to four-family ...........       12   $  563     0.71%        2   $  112     0.14%       14   $  675     0.85%
  Multifamily and
    nonresidential ..............        1    1,622    11.55         3      504     3.59         4    2,126    15.14
  Construction ..................       --       --       --        --       --       --        --       --       --
  Land ..........................       --       --       --        --       --       --        --       --       --
                                    ------   ------   ------    ------   ------   ------    ------   ------   ------
Total mortgage loans ............       13    2,185     2.27         5      616     0.64        18    2,801     2.91
                                    ------   ------   ------    ------   ------   ------    ------   ------   ------
Consumer and other loans:
  Second mortgage ...............        1   $    2     0.15%       --       --       --         1        2     0.15
  Consumer ......................        2        2     0.11        --       --       --         2        2     0.11
  Commercial business ...........       --       --       --        --       --       --        --       --       --
  Deposit account ...............        2       24     2.10        --       --       --         2       24     2.10
                                    ------   ------   ------    ------   ------   ------    ------   ------   ------
    Total consumer and other
      loans .....................        5       28     0.46        --       --       --         5       28     0.46
                                    ------   ------   ------    ------   ------   ------    ------   ------   ------
Total delinquent loans: .........       18   $2,213     2.16%        5   $  616     0.60%       23   $2,829     2.76%
                                    ======   ======             ======   ======             ======   ======
</TABLE>

                                       10
<PAGE>

         Non-performing Loans. The table below sets forth the amounts and
categories of non-performing assets in our loan portfolio. Loans are placed on
non-accrual status when the collection of principal and/or interest become
doubtful. During the year ended June 30, 2003, a nonresidential real estate loan
with an aggregate principal balance of $1.6 million was restructured. For all
other years presented, we have had no troubled debt restructurings. Foreclosed
assets include assets acquired in settlement of loans.

<TABLE>
<CAPTION>
                                                                                 June 30,
                                                                           --------------------
                                                                             2003        2002
                                                                           --------    --------
                                                                          (Dollars in Thousands)

<S>                                                                        <C>         <C>
Non-accruing loans:
  Mortgage loans:
    One- to four-family ................................................   $    112    $    276
    Multifamily and nonresidential .....................................        504       1,794
    Construction .......................................................         --          --
    Land ...............................................................         --          --
  Consumer and other loans:
    Second mortgage ....................................................         --          13
    Consumer ...........................................................         --          11
    Commercial .........................................................         --          80
    Deposit account ....................................................         --          --
                                                                           --------    --------
      Total non-accruing loans .........................................        616       2,174
                                                                           --------    --------
Accruing loans delinquent more than 90 days:
  Mortgage loans:
    One- to four-family ................................................         --          --
    Multifamily and nonresidential .....................................         --          --
    Construction .......................................................         --          --
    Land ...............................................................         --          --
  Consumer and other loans:
    Second mortgage ....................................................         --          --
    Consumer ...........................................................         --          --
    Commercial .........................................................         --         243
    Deposit account ....................................................         --          --
                                                                           --------    --------
      Total accruing loans more than 90 days delinquent ................         --         243
                                                                           --------    --------
Total non-performing loans .............................................        616       2,417
                                                                           --------    --------
Foreclosed assets:
  Mortgage loans:
    One- to four-family ................................................        180         164
    Multifamily and nonresidential .....................................        180          --
    Construction .......................................................         --          --
    Land ...............................................................        184         116
                                                                           --------    --------
Other loans:
  Other repossessed assets .............................................          1          --

  Total foreclosed assets ..............................................        545         280
                                                                           --------    --------
Total non-performing assets ............................................   $  1,161    $  2,697
                                                                           ========    ========
  Total nonperforming assets as a percentage of total assets ...........       0.74%       1.69%
                                                                           ========    ========
Allowance for loan losses as a percentage of nonperforming loans .......      87.66%      22.34%
                                                                           ========    ========
Allowance for loan losses as a percentage of gross loans receivable ....       0.53%       0.46%
                                                                           ========    ========
</TABLE>

         For the year ended June 30, 2003 gross interest income which would have
been recorded had the non-accruing loans been current in accordance with their
original terms amounted to $57,600.

         With the exception of first mortgage loans insured or guaranteed by the
FHA or VA or for which the borrower has obtained private mortgage insurance, we
stop accruing income on loans when interest or principal payments are 90 days in
arrears or earlier when the timely collectibility of such interest or principal
is doubtful. We designate loans on which we stop accruing income as non-accrual
loans and we reverse outstanding interest that we previously credited. We may
recognize income in the period that we collect it, when the ultimate
collectibility of principal is no longer in doubt. We return a non-accrual loan
to accrual status when factors indicating doubtful collection no longer exist.

         Impaired loans at June 30, 2003 amounted to approximately $1,627,000
and represents one commercial loan. The allowance for loan losses related to
this loan was $180,000. Impaired loans at June 30, 2002 amounted to

                                       11
<PAGE>

approximately $1,814,000, which represents two commercial loans. The allowance
for loan losses related to these two loans amounted to $350,000. These loans are
individually assessed to determine the carrying value in relation to the fair
value of the collateral or the present value of the loan's cash flow. Management
believes that the allowance for these loans is sufficient.

         Foreclosed real estate consists of property we acquired through
foreclosure or deed in lieu of foreclosure. Foreclosed real estate properties
are initially recorded at the lower of the recorded investment in the loan or
fair value. Thereafter, we carry foreclosed real estate at fair value less
estimated selling costs.

         Classification of Assets. Our policies, consistent with regulatory
guidelines, provide for the classification of loans and other assets such as
securities that are considered to be of lesser quality as substandard, doubtful,
or loss assets. An asset is considered substandard if it is inadequately
protected by the current net worth and paying capacity of the obligor or of the
collateral pledged, if any. Substandard assets include those characterized by
the distinct possibility that the savings institution will sustain some loss if
the deficiencies are not corrected. Assets classified as doubtful have all of
the weaknesses inherent in those classified substandard with the added
characteristic that the weaknesses present make collection or liquidation in
full, on the basis of currently existing facts, conditions, and values, highly
questionable and improbable. Assets classified as loss are those considered
uncollectible and of such little value that their continuance as assets is not
warranted. Assets that do not expose us to risk sufficient to warrant
classification in one of the aforementioned categories, but which possess some
weaknesses, are required to be designated as special mention by management. As
of June 30, 2003, we had $2.3 million of assets designated as special mention.

         When we classify assets as either substandard or doubtful, we allow for
analytical purposes a portion of general valuation allowances or loss reserves
to such assets as deemed prudent by management. General allowances represent
loss allowances that have been established to recognize the inherent risk
associated with lending activities, but which have not been allocated to
particular problem assets. When we classify problem assets as loss, we are
required either to establish a specific allowance for losses equal to 100% of
the amount of the assets so classified, or to charge-off such amount. Our
determination as to the classification of its assets and the amount of its
valuation allowance is subject to review by regulatory agencies, which can order
the establishment of additional loss allowances. Management regularly reviews
Alamogordo Federal's asset portfolio to determine whether any assets require
classification in accordance with applicable regulations. On the basis of
management's review of Alamogordo Federal's assets at June 30, 2003, classified
assets consisted of substandard assets of $2.5 million. There were no assets
classified as doubtful or loss at June 30, 2003.

                                       12
<PAGE>

         Allowance for Loan Losses. The following table sets forth activity in
Alamogordo Federal's allowance for loan losses and other ratios at or for the
dates indicated.

                                                           Years Ended June 30,
                                                           --------------------
                                                             2003        2002
                                                           --------    --------
                                                          (Dollars In Thousands)

Balance at beginning of period .........................   $    540    $    410

Charge-offs:
  Mortgage loans:
    One- to four-family ................................         --          --
    Multifamily and nonresidential .....................         --          --
    Construction .......................................         --          --
    Land ...............................................         --          --
  Consumer and other loans:
    Second mortgage ....................................         --          --
    Consumer ...........................................         --          --
    Commercial .........................................        346          --
    Deposit account ....................................         --          --
  Repossessed Assets
    Other Repossessed Assets ...........................         44          --
Real estate held for investment ........................         --          --
                                                           --------    --------
      Total charge-offs ................................        390          --
                                                           --------    --------

Recoveries:
  Mortgage loans:
    One- to four-family ................................         --          --
    Multifamily and nonresidential .....................         --          --
    Construction .......................................         --          --
    Land ...............................................         --          --
  Consumer and other loans:
    Second mortgage ....................................         --          --
    Consumer ...........................................         --          --
    Commercial .........................................         --          --
    Deposit account ....................................         --          --
  Repossessed Assets
    Other Repossessed Assets ...........................         --          --
Real estate held for investment ........................         --          --
                                                           --------    --------
      Total recoveries .................................         --          --
                                                           --------    --------

Net charge-offs ........................................        390          --
Provision (credit) for loan losses .....................        390         130
                                                           --------    --------
Balance at end of period ...............................   $    540    $    540
                                                           ========    ========

Ratio of net charge-offs during the period to
  average loans outstanding during the period ..........      3.547%       0.00%
                                                           ========    ========

Ratio of net charge-offs during the period to
  average non-performing assets ........................     35.358%       0.00%
                                                           ========    ========

         The allowance for loan losses is a valuation account that reflects our
evaluation of the losses inherent in our loan portfolio. We maintain the
allowance through provisions for loan losses that we charge to income. We charge
losses on loans against the allowance for loan losses when we believe the
collection of loan principal is unlikely.

         Our evaluation of risk in maintaining the allowance for loan losses
includes the review of all loans on which the collectibility of principal may
not be reasonably assured. We consider the following factors as part of this
evaluation: our historical loan loss experience, known and inherent risks in the
loan portfolio, the estimated value of the underlying collateral and current
economic and market trends. There may be other factors that may warrant our
consideration in maintaining an allowance at a level sufficient to provide for
probable losses. Although we believe that we have established and maintained the
allowance for loan losses at adequate levels, future additions may be necessary
if economic and other conditions in the future differ substantially from the
current operating environment.

                                       13
<PAGE>

          In addition, various regulatory agencies, as an integral part of their
examination process, periodically review our loan and foreclosed real estate
portfolios and the related allowance for loan losses and valuation allowance for
foreclosed real estate. These agencies may require us to increase the allowance
for loan losses or the valuation allowance for foreclosed real estate based on
their judgments of information available to them at the time of their
examination, thereby adversely affecting our results of operations.

         Allocation of the Allowance for Loans Losses. The following table
presents our allocation of the allowance for loan losses by loan category and
the percentage of loans in each category to total loans at the periods
indicated.

<TABLE>
<CAPTION>
                                                                  June 30,
                                ----------------------------------------------------------------------------
                                                2003                                    2002
                                ------------------------------------    ------------------------------------
                                                            Percent                                 Percent
                                                           of Loans                                of Loans
                                                Loan        in Each                     Loan        in Each
                                 Amount of    Amounts      Category      Amount of    Amounts      Category
                                 Loan Loss       by        to Total      Loan Loss       by        to Total
                                 Allowance    Category       Loans       Allowance    Category       Loans
                                ----------   ----------   ----------    ----------   ----------   ----------
                                                           (Dollars in Thousands)

<S>                             <C>          <C>              <C>       <C>          <C>              <C>
Mortgage loans ..............   $      530   $   96,253        94.02%   $      484   $  111,958        94.80%
Consumer and other loans ....           10        6,120         5.98            56        6,135         5.20
                                ----------   ----------   ----------    ----------   ----------   ----------

Total .......................   $      540   $  102,373       100.00%   $      540   $  118,093       100.00%
                                ==========   ==========   ==========    ==========   ==========   ==========
</TABLE>

Investment Activities

         Alamogordo Federal is permitted under federal law to invest in various
types of liquid assets, including U.S. Government obligations, securities of
various federal agencies and of state and municipal governments, deposits at the
Federal Home Loan Bank of Dallas, certificates of deposit of federally insured
institutions, certain bankers' acceptances and federal funds. Within certain
regulatory limits, Alamogordo Federal may also invest a portion of its assets in
commercial paper and corporate debt securities. Savings institutions like
Alamogordo Federal are also required to maintain an investment in FHLB stock.
Alamogordo Federal is required under federal regulations to maintain a minimum
amount of liquid assets. At June 30, 2003, Alamogordo Federal's liquidity ratio
(liquid assets as a percentage of net withdrawable savings deposits and current
borrowings) was 32.3%.

         Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," requires that investments be
categorized as "held to maturity," "trading securities" or "available for sale,"
based on management's intent as to the ultimate disposition of each security.
Statement of Financial Accounting Standards No. 115 allows debt securities to be
classified as "held to maturity" and reported in financial statements at
amortized cost only if the reporting entity has the positive intent and ability
to hold those securities to maturity. Securities that might be sold in response
to changes in market interest rates, changes in the security's prepayment risk,
increases in loan demand, or other similar factors cannot be classified as "held
to maturity." Debt and equity securities held for current resale are classified
as "trading securities." These securities are reported at fair value, and
unrealized gains and losses on the securities would be included in earnings.
Alamogordo Federal does not currently use or maintain a trading account. Debt
and equity securities not classified as either "held to maturity" or "trading
securities" are classified as "available for sale." These securities are
reported at fair value, and unrealized gains and losses on the securities are
excluded from earnings and reported, net of deferred taxes, as a separate
component of equity.

         All of Alamogordo Federal's investment securities carry market risk
insofar as increases in market rates of interest may cause a decrease in their
market value. Many also carry prepayment risk insofar as they may be called
prior to maturity in times of low market interest rates, so that Alamogordo
Federal may have to invest the funds at a lower interest rate. Alamogordo
Federal's investment policy does not permit engaging directly in hedging
activities or purchasing high risk mortgage derivative products. Investments are
made based on certain considerations, which include the interest rate, tax
considerations, yield, settlement date and maturity of the investment,
Alamogordo Federal's liquidity position, and anticipated cash needs and sources.
The effect that the proposed investment would

                                       14
<PAGE>

have on Alamogordo Federal's credit and interest rate risk and risk-based
capital is also considered. Alamogordo Federal purchases investment securities
to provide necessary liquidity for day-to-day operations. Alamogordo Federal
also purchases investment securities when investable funds exceed loan demand.

         Generally, the investment policy of Alamogordo Federal, as established
by the Board of Directors, is to invest funds among various categories of
investments and maturities based upon Alamogordo Federal's liquidity needs,
asset/liability management policies, investment quality, marketability and
performance objectives.

         Alamogordo Federal's investment and mortgage-backed securities include
securities issued by the U.S. Government and government agencies, although from
time to time Alamogordo may purchase other investment and mortgage-backed
securities as permitted by applicable laws and regulations.

         The following table sets forth the composition of our investment
securities, net of premiums and discounts, at the dates indicated. As of June
30, 2003, the average remaining life of our securities was 1.9 years.

<TABLE>
<CAPTION>
                                                                                         June 30,
                                                                    --------------------------------------------------
                                                                              2003                       2002
                                                                    -----------------------    -----------------------
                                                                     Carrying       % of        Carrying       % of
                                                                       Value        Total         Value        Total
                                                                    ----------   ----------    ----------   ----------
                                                                                  (Dollars in Thousands)
<S>                                                                 <C>              <C>       <C>              <C>
Securities held to maturity:
    Securities issued by states and  political subdivisions .....          225         0.53           725         2.56
    Certificates of deposit .....................................        4,883        11.49            --           --
Securities available for sale:
U.S. treasury securities ........................................        5,268        12.39         2,027         7.15
U.S. government agency securities ...............................        5,427        12.76            --           --
Mutual fund .....................................................       15,367        36.14         5,057        17.84
                                                                    ----------   ----------    ----------   ----------
  Total investment securities ...................................       31,170        73.31         7,809        27.55
                                                                    ----------   ----------    ----------   ----------
FHLB stock ......................................................        1,610         3.79         1,568         5.53
                                                                    ----------   ----------    ----------   ----------
    Total securities and FHLB stock .............................       32,780        77.10         9,377        33.08
                                                                    ----------   ----------    ----------   ----------
Other interest-earning assets:
  Interest-bearing deposits with banks ..........................        9,737        22.90        18,968        66.92
                                                                    ----------   ----------    ----------   ----------
Total investment securities,
      FHLB stock and other ......................................   $   42,523       100.00%   $   28,317       100.00%
                                                                    ==========   ==========    ==========   ==========
</TABLE>


         The following table presents the composition of our mortgage-backed
securities portfolios.

<TABLE>
<CAPTION>
                                                                                         June 30,
                                                                    --------------------------------------------------
                                                                              2003                       2002
                                                                    -----------------------    -----------------------
                                                                     Carrying       % of        Carrying       % of
                                                                       Value        Total         Value        Total
                                                                    ----------   ----------    ----------   ----------
                                                                                  (Dollars in Thousands)
<S>                                                                 <C>              <C>       <C>              <C>
Mortgage-backed securities held to maturity:
  FHLMC .........................................................   $       --           --%   $       --           --%
Mortgage-backed securities available for sale:
  GNMA ..........................................................          924        52.06         1,582        55.37
  FNMA ..........................................................          515        29.01           794        27.79
  FHLMC .........................................................          336        18.93           481        16.84
                                                                    ----------   ----------    ----------   ----------
    Total mortgage-backed securities ............................   $    1,775       100.00%   $    2,857       100.00%
                                                                    ==========   ==========    ==========   ==========
</TABLE>

                                       15
<PAGE>

         Carrying Values, Yields and Maturities. The following table sets forth
the scheduled maturities, carrying values, market value and weighted average
yields for our investment securities at June 30, 2003.

<TABLE>
<CAPTION>
                                                            Less Than     1 to 5      5 to 10      Over              Total
                                                              1 Year       Years       Years     10 Years   Investment Securities
                                                             --------    --------    --------    --------    --------------------
                                                             Carrying    Carrying    Carrying    Carrying    Carrying     Market
                                                               Value       Value       Value       Value       Value       Value
                                                             --------    --------    --------    --------    --------    --------
                                                                                    (Dollars in Thousands)

<S>                                                          <C>         <C>         <C>         <C>         <C>         <C>
U.S. treasury securities .................................   $     --    $  5,268    $     --    $     --    $  5,268    $  5,268
U.S. government agency securities ........................         --          --       5,427          --       5,427       5,427
Certificates of deposit ..................................      2,883       2,000          --          --       4,883       4,908
Mortgage-backed securities ...............................         --          --          --       1,775       1,775       1,775
Securities issued by states and political subdivisions ...        225          --          --          --         225         225
Mutual fund ..............................................     15,367          --          --          --      15,367      15,367
Equity securities ........................................         --          --          --          --          --           9
                                                             --------    --------    --------    --------    --------    --------

Total securities .........................................   $ 18,475    $  7,268    $  5,427    $  1,775    $ 32,945    $ 32,979
                                                             ========    ========    ========    ========    ========    ========

Weighted average yield ...................................       2.20%       3.55%       3.26%       3.53%       2.74%
</TABLE>

Sources of Funds

         General. Deposits are the primary source of our funds for lending and
other investment purposes. In addition to deposits, we derive funds primarily
from principal and interest payments on loans. Loan repayments are a relatively
stable source of funds, while deposit inflows and outflows are significantly
influenced by general interest rates and money market conditions. Borrowings may
also be used on a short-term basis to compensate for reductions in the
availability of funds from other sources and may be used on a longer-term basis
for general business purposes.

         Deposits. Our deposits are attracted principally from residents within
our primary market area. Deposit account terms vary, with the principal
differences being the minimum balance required, the time periods the funds must
remain on deposit and the interest rate.

         We are not currently using brokers to obtain deposits. Our deposit
products include demand and NOW, money market, savings, and term certificate
accounts. We establish interest rates paid, maturity terms, service fees and
withdrawal penalties on a periodic basis. Management determines the rates and
terms based on rates paid by competitors, our needs for funds or liquidity,
growth goals and federal and state regulations.

         Deposit Activity. The following table sets forth our savings flows
during the periods indicated.

                                                       Years Ended June 30,
                                                    --------------------------
                                                       2003            2002
                                                    ----------      ----------
                                                      (Dollars in Thousands)

Opening balance ................................    $  130,989      $  118,257
Deposits .......................................       238,570         253,002
Withdrawals ....................................      (255,399)       (246,209)
Interest credited ..............................         4,663           5,939
                                                    ----------      ----------
Ending balance .................................    $  118,823      $  130,989
                                                    ==========      ==========

Net increase (decrease) ........................    $  (12,166)     $   12,732
                                                    ==========      ==========

Percent increase (decrease) ....................         (9.29)%         10.77%
                                                    ==========      ==========

                                       16
<PAGE>

         Deposit Accounts. The following table sets forth the dollar amount of
savings deposits in the various types of deposit programs we offered as of the
dates indicated.

<TABLE>
<CAPTION>
                                                                           June 30,
                                                  ----------------------------------------------------------
                                                             2003                           2002
                                                  ---------------------------    ---------------------------
                                                     Amount         Percent         Amount         Percent
                                                  ------------   ------------    ------------   ------------
                                                                    (Dollars in Thousands)

<S>                                               <C>                  <C>       <C>                  <C>
Transaction and savings deposits:
  Demand and NOW (0% to 2.60%) ................   $     10,824           9.11%   $      8,950           6.83%
  Money market (0% to 3.75%) ..................          6,074           5.11           5,978           4.56
  Savings deposits (0% to 3.00%) ..............          6,096           5.13           5,744           4.39
                                                  ------------   ------------    ------------   ------------
    Total transaction and savings deposits ....         22,994          19.35          20,672          15.78
                                                  ------------   ------------    ------------   ------------

Term certificates:
  0.00 - 4.00% ................................         46,310          38.97          28,437          21.71
  4.01 - 5.00% ................................         12,890          10.85          12,881           9.83
  5.01 - 6.00% ................................         17,330          14.59          36,493          27.86
  6.01 - 7.00% ................................         18,856          15.87          32,053          24.47
  7.01 and above ..............................            443           0.37             453           0.35
                                                  ------------   ------------    ------------   ------------
    Total term certificates ...................         95,829          80.65         110,317          84.22
                                                  ------------   ------------    ------------   ------------
Total deposits ................................   $    118,823         100.00%   $    130,989         100.00%
                                                  ============   ============    ============   ============
</TABLE>


         Time Deposit Maturity Schedule. The following table presents, by rate
category, the remaining period to maturity of time deposit accounts outstanding
as of June 30, 2003.

<TABLE>
<CAPTION>
                                3.0%      More Than    More Than    More Than    More Than    More Than                  Percent
                              and Less   3.0% to 4.0% 4.0% to 5.0% 5.0% to 6.0% 6.0% to 7.0%     7.0%         Total      of Total
                             ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                     (Dollars in Thousands)

<S>                          <C>          <C>          <C>          <C>          <C>          <C>          <C>               <C>
Quarter Ending:
---------------

September 30, 2003 .......   $   11,071   $        5   $      100   $    1,776   $    2,455   $       --   $   15,407        16.08%
December 31, 2003 ........        7,112          202           --        1,109        1,375           --        9,798        10.22
March 31, 2004 ...........        3,368           --           --        3,538        1,519           --        8,425         8.79
June 30, 2004 ............        2,725           --        1,065           94        5,575           --        9,859        10.29
September 30, 2004 .......          738          211          404        3,348        3,275           --        7,976         8.32
December 31, 2004 ........        1,618        1,370          313            5        2,542          443        6,291         6.56
March 31, 2005 ...........        1,554          378          519        3,493        1,634           --        7,578         7.91
June 30, 2005 ............           43           --        7,097          666          244           --        8,050         8.40
September 30, 2005 .......           --        4,667        2,390        1,863          165           --        9,085         9.48
December 31, 2005 ........        1,700        3,057           --           16           57           --        4,830         5.04
March 31, 2006 ...........        2,413          178           --          797           --           --        3,388         3.54
Thereafter ...............        3,024          876        1,002          225           15           --        5,142         5.37
                             ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
   Total .................   $   35,366   $   10,944   $   12,890   $   17,330   $   18,856   $      443   $   95,829       100.00%
                             ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========

   Percent of total ......        36.91%       11.42%       13.45%       18.08%       19.68%        0.46%      100.00%
                             ==========   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>


         Large Certificates. The following table indicates the amount of our
certificates of deposit and other deposits by time remaining until maturity as
of June 30, 2003.

<TABLE>
<CAPTION>
                                                                                       Maturity
                                                            --------------------------------------------------------------
                                                                            Over         Over
                                                             3 Months     3 to 12      12 to 36       Over
                                                              or Less      Months       Months      36 Months      Total
                                                            ----------   ----------   ----------   ----------   ----------

<S>                                                         <C>          <C>          <C>          <C>          <C>
Certificates of deposit less than $100,000 ..............   $   11,246   $   22,976   $   32,147   $    2,496   $   68,865
Certificates of deposit of $100,000 or more .............        4,161        5,096       16,909          488       26,654
Deposits from governmental and other public entities ....           --           10          300           --          310
                                                            ----------   ----------   ----------   ----------   ----------
Total certificates of deposit ...........................   $   15,407   $   28,082   $   49,356   $    2,984   $   95,829
                                                            ==========   ==========   ==========   ==========   ==========
</TABLE>


         Borrowings. Alamogordo Federal may obtain advances from the FHLB of
Dallas upon the security of the common stock it owns in that bank and certain of
its residential mortgage loans and mortgage-backed securities,

                                       17
<PAGE>

provided certain standards related to creditworthiness have been met. These
advances are made pursuant to several credit programs, each of which has its own
interest rate and range of maturities. FHLB advances are generally available to
meet seasonal and other withdrawals of deposit accounts and to permit increased
lending.

         The following table sets forth the maximum month-end balance and
average balance of FHLB advances and other borrowings for the periods indicated.

                                                           Years Ended June 30,
                                                         -----------------------
                                                            2003         2002
                                                         ----------   ----------
                                                       (In Thousands)

Maximum balance:
   FHLB advances .....................................   $   10,000   $       --
   Other borrowings ..................................           --           --

Average balance:
   FHLB advances .....................................   $    7,306   $       --
   Other borrowings ..................................           --           --


         The following table sets forth certain information as to our borrowings
at the dates indicated.

                                                                 June 30,
                                                         -----------------------
                                                            2003         2002
                                                         ----------   ----------
                                                             (In Thousands)

FHLB advances ........................................   $    8,907   $       --
Other borrowings .....................................           --           --
                                                         ----------   ----------
Total borrowings .....................................   $    8,907   $       --
                                                         ==========   ==========

Weighted average interest rate of FHLB advances ......         2.93%         n/a

Weighted average interest rate of other borrowings ...          n/a          n/a


Subsidiary Activities

         Alamogordo Financial has no direct subsidiaries other than Alamogordo
Federal. As a federally chartered savings association, Alamogordo Federal is
permitted by OTS regulations to invest up to 2% of its assets in the stock of,
or loans to, service corporation subsidiaries. Alamogordo Federal may invest an
additional 1% of its assets in service corporations where such additional funds
are used for inner-city or community development purposes and up to 50% of its
total capital in conforming loans to service corporations in which it owns more
than 10% of the capital stock. In addition to investments in service
corporations, federal associations are permitted to invest an unlimited amount
in operating subsidiaries engaged solely in activities in which a federal
association may engage. At June 30, 2003, Alamogordo Federal had one subsidiary,
Space Age City Service Corporation. Alamogordo Federal's investment in its
subsidiary was $ 168,000 as of June 30, 2003. As of June 30, 2003, Alamogordo
Federal had an outstanding note receivable from Space Age City Service
Corporation of $ 112,000. The subsidiary has been involved in a real estate
development project for the purpose of development of real estate lots. As of
June 30, 2003, Space Age City Service Corporation owns real estate it values at
approximately $ 215,000. Gross rental income from its investment amounted to $
6,000 for the fiscal year ended June 30, 2003.

Competition

         We face intense competition both in making loans and attracting
deposits. New Mexico, and Otero County have a high concentration of financial
institutions, many of which are branches of large money center and regional
banks which have resulted from the consolidation of the banking industry in New
Mexico and surrounding states. Some of these competitors have greater resources
than we do and may offer services that we do not provide. Moreover, many of our
competitors offer services through the Internet, which we do not offer, and many
larger institutions that do not have a physical presence in our market area
compete with us through the use of the Internet.

                                       18
<PAGE>

         Our competition for loans comes principally from commercial banks,
savings institutions, mortgage banking firms, credit unions, finance companies,
insurance companies and brokerage and investment banking firms. Our most direct
competition for deposits has historically come from credit unions, commercial
banks and savings and loan associations. We face additional competition for
deposits from short-term money market funds, corporate and government securities
funds, and from brokerage firms, mutual funds, and insurance companies.

Personnel

         As of June 30, 2003, we had 40 full-time employees and no part-time
employees. The employees are not represented by a collective bargaining unit and
we consider our relationship with our employees to be good.

                                   REGULATION

General

         Alamogordo Federal is regulated, examined and supervised by the OTS, as
its chartering agency, and the FDIC, as the insurer of its deposits. The
activities of federal savings institutions are governed by the Home Owners' Loan
Act, as amended and, in certain respects, the Federal Deposit Insurance Act and
the regulations issued by the OTS and the FDIC to implement these statutes.
These laws and regulations delineate the nature and extent of the activities in
which federal savings associations may engage. Lending activities and other
investments must comply with various statutory and regulatory capital
requirements. In addition, Alamogordo Federal's relationship with its depositors
and borrowers is also regulated to a great extent, especially in matters such as
the ownership of deposit accounts and the form and content of Alamogordo
Federal's mortgage documents. Alamogordo Federal must file reports with the OTS
and the FDIC concerning its activities and financial condition in addition to
obtaining regulatory approvals prior to entering into certain transactions such
as mergers with, or acquisitions of, other financial institutions. There are
periodic examinations by the OTS and the FDIC to review Alamogordo Federal's
compliance with various regulatory requirements. The regulatory structure also
gives the regulatory authorities extensive discretion in connection with their
supervisory and enforcement activities and examination policies, including
policies with respect to the classification of assets and the establishment of
adequate loan loss reserves for regulatory purposes. Any change in policies,
whether by the OTS, the FDIC or Congress, could have a material adverse impact
on Alamogordo Federal and its operations.

Federal Regulation of Savings Associations

         Office of Thrift Supervision. The OTS is an office in the Department of
the Treasury. It generally possesses the supervisory and regulatory duties and
responsibilities formerly vested in the Federal Home Loan Bank Board. Among
other functions, the OTS issues and enforces regulations affecting federally
insured savings associations and regularly examines these institutions.

         Federal Home Loan Bank System. The Federal Home Loan Bank System,
consisting of 12 banks, is under the jurisdiction of the Federal Housing Finance
Board. Alamogordo Federal, as a member of the Federal Home Loan Bank of Dallas,
is required to acquire and hold shares of capital stock in the Federal Home Loan
Bank of Dallas in an amount equal to the greater of 1.0% of the aggregate
outstanding principal amount of residential mortgage loans, home purchase
contracts and similar obligations at the beginning of each year, or 1/20 of its
borrowings from the Federal Home Loan Bank of Dallas. Alamogordo Federal is in
compliance with this requirement. Among other benefits, the Federal Home Loan
Bank of Dallas provides a central credit facility primarily for member
institutions.

         Federal Deposit Insurance Corporation. The FDIC is an independent
federal agency that insures the deposits, up to prescribed statutory limits, of
depository institutions. The FDIC currently maintains two separate insurance
funds: the Bank Insurance Fund and the Savings Association Insurance Fund. As
insurer of Alamogordo Federal's deposits, the FDIC has examination, supervisory
and enforcement authority over Alamogordo Federal.

         The FDIC may terminate the deposit insurance of any insured depository
institution if it determines after a hearing that the institution has engaged or
is engaging in unsafe or unsound practices, is in an unsafe or unsound condition
to continue operations, or has violated any applicable law, regulation, order or
any condition imposed by

                                       19
<PAGE>

an agreement with the FDIC. It also may suspend deposit insurance temporarily
during the hearing process for the permanent termination of insurance, if the
institution has no tangible capital. If insurance of accounts is terminated, the
accounts at the institution at the time of termination, less subsequent
withdrawals, shall continue to be insured for a period of six months to two
years, as determined by the FDIC. Management is aware of no existing
circumstances that could result in termination of the deposit insurance of
Alamogordo Federal.

Standards for Safety and Soundness

         The federal banking regulatory agencies have adopted regulatory
guidelines for all insured depository institutions relating to internal
controls, information systems and internal audit systems; loan documentation;
credit underwriting; interest rate risk exposure; asset growth; asset quality;
earnings; and compensation, fees and benefits. The guidelines outline the safety
and soundness standards that the federal banking agencies use to identify and
address problems at insured depository institutions before capital becomes
impaired. If the OTS determines that Alamogordo Federal fails to meet any
standard prescribed by the guidelines, it may require Alamogordo Federal to
submit to the agency an acceptable plan to achieve compliance with the standard.
OTS regulations establish deadlines for the submission and review of safety and
soundness compliance plans.

         Qualified Thrift Lender Test. All savings associations are required to
meet a qualified thrift lender test to avoid certain restrictions on their
operations. A savings institution that fails to become or remain a qualified
thrift lender shall either convert to a national bank charter or face the
following restrictions on its operations. These restrictions are: the
association may not make any new investment or engage in activities that would
not be permissible for national banks; the association may not establish any new
branch office where a national bank located in the savings institution's home
state would not be able to establish a branch office; the association shall be
ineligible to obtain new advances from any Federal Home Loan Bank; and the
payment of dividends by the association shall be under the rules regarding the
statutory and regulatory dividend restrictions applicable to national banks.
Also, beginning three years after the date on which the savings institution
ceases to be a qualified thrift lender, the savings institution would be
prohibited from retaining any investment or engaging in any activity not
permissible for a national bank and would be required to repay any outstanding
advances to any Federal Home Loan Bank. In addition, within one year of the date
on which a savings association controlled by a company ceases to be a qualified
thrift lender, the company must register as a bank holding company and follow
the rules applicable to bank holding companies. A savings institution may
requalify as a qualified thrift lender if it thereafter complies with the test.

         The qualified thrift lender test requires that either an institution
qualify as a domestic building and loan association under the Internal Revenue
Code or that 65% of an institution's "portfolio assets" consist of certain
housing and consumer-related assets on a monthly average basis in nine out of
every 12 months. At June 30, 2003, Alamogordo Federal was in compliance with the
qualified thrift lender test.

         Capital Requirements. Federal regulations require a savings association
must satisfy three minimum capital requirements: core capital, tangible capital
and risk-based capital. Savings associations must meet all of the standards in
order to comply with the capital requirements.

         OTS capital regulations establish a 3% core capital or leverage ratio
(defined as the ratio of core capital to adjusted total assets). Core capital is
defined to include common stockholders' equity, noncumulative perpetual
preferred stock and any related surplus, and minority interests in equity
accounts of consolidated subsidiaries, less any intangible assets, except for
certain qualifying intangible assets; certain mortgage servicing rights; and
equity and debt investments in subsidiaries that are not "includable
subsidiaries," which is defined as subsidiaries engaged solely in activities not
impermissible for a national bank, engaged in activities impermissible for a
national bank but only as an agent for its customers, or engaged solely in
mortgage-banking activities. In calculating adjusted total assets, adjustments
are made to total assets to give effect to the exclusion of certain assets from
capital and to account appropriately for the investments in and assets of both
includable and non-includable subsidiaries.

         Savings associations also must maintain "tangible capital" not less
than 1.5% of Alamogordo Federal's adjusted total assets. "Tangible capital" is
defined, generally, as core capital minus any "intangible assets" other than
purchased mortgage servicing rights. Each savings institution must maintain
total risk-based capital equal to at least

                                       20
<PAGE>

8% of risk-weighted assets. Total risk-based capital consists of the sum of core
and supplementary capital, provided that supplementary capital cannot exceed
core capital, as previously defined. Supplementary capital includes permanent
capital instruments such as cumulative perpetual preferred stock, perpetual
subordinated debt and mandatory convertible subordinated debt, maturing capital
instruments such as subordinated debt, intermediate-term preferred stock and
mandatory convertible subordinated debt, based on an amortization schedule, and
general valuation loan and lease loss allowances up to 1.25% of risk-weighted
assets.

         The risk-based capital regulation assigns each balance sheet asset held
by a savings institution to one of four risk categories based on the amount of
credit risk associated with that particular class of assets. Assets not included
for purposes of calculating capital are not included in calculating
risk-weighted assets. The categories range from 0% for cash and securities that
are backed by the full faith and credit of the U.S. Government to 100% for
repossessed assets or assets more than 90 days past due. Qualifying residential
mortgage loans, including multi-family mortgage loans, are assigned a 50% risk
weight. Consumer, commercial, home equity and residential construction loans a
reassigned a 100% risk weight, as are non qualifying residential mortgage loans
and that portion of land loans and nonresidential construction loans that do not
exceed an 80% loan-to-value ratio. The book value of assets in each category is
multiplied by the weighing factor from 0% to 100% assigned to that category.
These products are then totaled to arrive at total risk-weighted assets.
Off-balance sheet items are included in risk-weighted assets by converting them
to an approximate balance sheet "credit equivalent amount" based on a conversion
schedule. These credit equivalent amounts are then assigned to risk categories
in the same manner as balance sheet assets and included risk-weighted assets.

         The OTS has incorporated an interest rate risk component into its
regulatory capital rule. Under the rule, savings associations with "above
normal" interest rate risk exposure would face a deduction from total capital
for purposes of calculating their risk-based capital requirements. A savings
association's interest rate risk is measured by the decline in the net portfolio
value of its assets, or the difference between incoming and outgoing discounted
cash flows from assets, liabilities and off-balance sheet contracts, that would
result from a hypothetical 200 basis point increase or decrease in market
interest rates divided by the estimated economic value of the association's
assets, as calculated in accordance with guidelines of the OTS. A savings
association whose measured interest rate risk exposure exceeds 2% must deduct an
interest rate risk component in calculating its total capital under the
risk-based capital rule. The interest rate risk component is an amount equal to
one-half of the difference between the institution's measured interest rate risk
and 2%, multiplied by the estimated economic value of the association's assets.
That dollar amount is deducted from an association's total capital in
calculating compliance with its risk-based capital requirement. Under the rule,
there is a two quarter lag between the reporting date of an institution's
financial data and the effective date for the new capital requirement based on
that data. A savings association with assets of less than $300 million and
risk-based capital ratios in excess of 12% is exempt from the interest rate risk
component, unless the OTS determines otherwise. The rule also provides that the
OTS may waive or defer an association's interest rate risk component on a
case-by-case basis. Under certain circumstances, a savings association may
request an adjustment to its interest rate risk component if it believes that
the calculated interest rate risk component, as calculated by the OTS,
overstates its interest rate risk exposure. In addition, certain
"well-capitalized" institutions may obtain authorization to use their own
interest rate risk model to calculate their interest rate risk component in lieu
of the amount as calculated by the OTS. The OTS has postponed the date that the
component will first be deducted from an institution's total capital. As of June
30, 2003, Alamogordo Federal was in compliance with all regulatory capital
requirements.

Capital Distributions

         OTS regulations govern capital distributions by savings institutions,
which include cash dividends, stock repurchases and other transactions charged
to the capital account of a savings institution to make capital distributions. A
savings institution must file an application for OTS approval of the capital
distribution if either (1) the total capital distributions for the applicable
calendar year exceed the sum of the institution's net income for that year to
date plus the institution's retained net income for the preceding two years, (2)
the institution would not be at least adequately capitalized following the
distribution, (3) the distribution would violate any applicable statute,
regulation, agreement or OTS-imposed condition, or (4) the institution is not
eligible for expedited treatment of its filings. If an application is not
required to be filed, savings institutions which are a subsidiary of a holding
company,

                                       21
<PAGE>

as well as certain other institutions, must still file a notice with the OTS at
least 30 days before the board of directors declares a dividend or approves a
capital distribution.

Loans to One Borrower

         Savings institutions are generally required to follow the national bank
limit on loans to one borrower. Generally, this limit is 15% of its unimpaired
capital and surplus, plus an additional 10% of unimpaired capital and surplus,
if the loan is secured by readily marketable collateral, which is defined to
include certain financial instruments and bullion. The OTS by regulation has
amended the loans to one borrower rule to permit savings associations meeting
certain requirements, including capital requirements, to extend loans to one
borrower in additional amounts under circumstances limited essentially to loans
to develop or complete residential housing units. As of June 30, 2003,
Alamogordo Federal was in compliance with all loans to one borrower limitations.
See "Business of Alamogordo Financial Corporation - Lending Activities" for
further information.

Activities of Associations and Their Subsidiaries

         A savings association may establish operating subsidiaries to engage in
any activity that the savings association may conduct directly and may establish
service corporation subsidiaries to engage in certain pre-approved activities
or, with approval of the OTS, other activities reasonably related to the
activities of financial institutions. When a savings association establishes or
acquires a subsidiary or elects to conduct any new activity through a subsidiary
that the association controls, the savings association must notify the FDIC and
the OTS 30 days in advance and provide the information each agency may, by
regulation, require. Savings associations also must conduct the activities of
subsidiaries in accordance with existing regulations and orders.

         The OTS may determine that the continuation by a savings association of
its ownership control of, or its relationship to, the subsidiary constitutes a
serious risk to the safety, soundness or stability of the association or is
inconsistent with sound banking practices. Based upon that determination, the
FDIC or the OTS has the authority to order the savings association to divest
itself of control of the subsidiary. The FDIC also may determine by regulation
or order that any specific activity poses a serious threat to the Savings
Association Insurance Fund. If so, it may require that no Savings Association
Insurance Fund member engage in that activity directly.

Transactions with Affiliates

         Savings associations must comply with Sections 23A and 23B of the
Federal Reserve Act relative to transactions with affiliates in the same manner
and to the same extent as if the savings association were a Federal Reserve
member bank. A savings and loan holding company, its subsidiaries and any other
company under common control are considered affiliates of the subsidiary savings
association under the Home Owners Loan Act. Generally, Sections 23A and 23B
limit the extent to which the insured association or its subsidiaries may engage
in certain covered transactions with an affiliate to an amount equal to 10% of
the institution's capital and surplus and place an aggregate limit on all
transactions with affiliates to an amount equal to 20% of capital and surplus,
and require that all transactions be on terms substantially the same, or at
least as favorable to the institution or subsidiary, as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans, the
purchase of assets, the issuance of a guarantee and similar types of
transactions.

         Any loan or extension of credit by Alamogordo Federal to an affiliate
must be secured by collateral in accordance with Section 23A.

         Three additional rules apply to savings associations. First, a savings
association may not make any loan or other extension of credit to an affiliate
unless that affiliate is engaged only in activities permissible for bank holding
companies. Second, a savings association may not purchase or invest insecurities
issued by an affiliate, other than securities of a subsidiary. Third, the OTS
may, for reasons of safety and soundness, impose more stringent restrictions on
savings associations but may not exempt transactions from or otherwise abridge
Section 23A or 23B. Exemptions from Section 23A or 23B may be granted only by
the Federal Reserve, as is currently the case with respect to all FDIC-insured
banks.

                                       22
<PAGE>

         Alamogordo Federal's authority to extend credit to executive officers,
directors and 10% shareholders, as well as entities controlled by those persons,
is currently governed by Sections 22(g) and 22(h) of the Federal Reserve Act,
and Regulation O thereunder. Among other things, these regulations require that
loans be made on terms and conditions substantially the same as those offered to
unaffiliated individuals and not involve more than the normal risk of repayment.
Regulation O also places individual and aggregate limits on the amount of loans
Alamogordo Federal may make to those persons based, in part, on Alamogordo
Federal's capital position, and requires certain board approval procedures to be
followed. The OTS regulations, with certain minor variances, apply Regulation O
to savings institutions.

Community Reinvestment Act

         Savings associations are required to follow the provisions of the
Community Reinvestment Act of 1977, which requires the appropriate federal bank
regulatory agency, in connection with its regular examination of a savings
association, to assess the savings association's record in meeting the credit
needs of the community serviced by the savings associations, including low and
moderate income neighborhoods. The regulatory agency's assessment of the savings
association's record is made available to the public. Further, an assessment is
required of any savings associations which has applied, among other things, to
establish a new branch office that will accept deposits, relocate an existing
office or merge or consolidate with, or acquire the assets or assume the
liabilities of, a federally regulated financial institution. Alamogordo Federal
received a "satisfactory" rating as a result of its most recent examination.

The USA PATRIOT Act

         In response to the events of September 11th, the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, was signed into law on
October 26, 2001. The USA PATRIOT Act gives the federal government new powers to
address terrorist threats through enhanced domestic security measures, expanded
surveillance powers, increased information sharing, and broadened anti-money
laundering requirements. By way of amendments to the Bank Secrecy Act, Title III
of the USA PATRIOT Act takes measures intended to encourage information sharing
among bank regulatory agencies and law enforcement bodies. Further, certain
provisions of Title III impose affirmative obligations on a broad range of
financial institutions, including banks, thrifts, brokers, dealers, credit
unions, money transfer agents and parties registered under the Commodity
Exchange Act.

         Among other requirements, Title III of the USA PATRIOT Act imposes the
following requirements with respect to financial institutions:

               o    Pursuant to Section 352, all financial institutions must
                    establish anti-money laundering programs that include, at
                    minimum: (i) internal policies, procedures, and controls;
                    (ii) specific designation of an anti-money laundering
                    compliance officer; (iii) ongoing employee training
                    programs; and (iv) an independent audit function to test the
                    anti-money laundering program.

               o    Section 326 of the Act authorizes the Secretary of the
                    Department of Treasury, in conjunction with other bank
                    regulators, to issue regulations that provide for minimum
                    standards with respect to customer identification at the
                    time new accounts are opened. On July 23, 2002, the Office
                    of Thrift Supervision and the other federal bank regulators
                    jointly issued proposed rules to implement Section 326. The
                    proposed rules require financial institutions to establish a
                    program specifying procedures for obtaining identifying
                    information from customers seeking to open new accounts.
                    This identifying information would be essentially the same
                    information currently obtained by most financial
                    institutions for individual customers.

               o    Section 312 of the Act requires financial institutions that
                    establish, maintain, administer, or manage private banking
                    accounts or correspondence accounts in the United States for
                    non-United States persons or their representatives
                    (including foreign individuals visiting the United States)
                    to

                                       23
<PAGE>

                    establish appropriate, specific, and, where necessary,
                    enhanced due diligence policies, procedures, and controls
                    designed to detect and report money laundering.

               o    Effective December 25, 2001, financial institutions are
                    prohibited from establishing, maintaining, administering or
                    managing correspondent accounts for foreign shell banks
                    (foreign banks that do not have a physical presence in any
                    country), and will be subject to certain record keeping
                    obligations with respect to correspondent accounts of
                    foreign banks.

               o    Bank regulators are directed to consider a holding company's
                    effectiveness in combating money laundering when ruling on
                    Federal Reserve Act and Bank Merger Act applications.

Holding Company Regulation

         General. AF Mutual Holding Company and Alamogordo Financial are
nondiversified mutual savings and loan holding companies within the meaning of
the HOLA. As such, AF Mutual Holding Company and Alamogordo Financial are
registered with the OTS and are subject to OTS regulations, examinations,
supervision and reporting requirements. In addition, the OTS has enforcement
authority over AF Mutual Holding Company and Alamogordo Financial and any
nonsavings institution subsidiaries. Among other things, this authority permits
the OTS to restrict or prohibit activities that are determined to be a serious
risk to the subsidiary savings institution. As federal corporations, Alamogordo
Financial and AF Mutual Holding Company are generally not subject to state
business organizations law.

         Permitted Activities. Pursuant to Section 10(o) of the HOLA and OTS
regulations and policy, a mutual holding company and a federally chartered
mid-tier holding company such as Alamogordo Financial may engage in the
following activities: (i) investing in the stock of a savings association; (ii)
acquiring a mutual association through the merger of such association into a
savings association subsidiary of such holding company or an interim savings
association subsidiary of such holding company; (iii) merging with or acquiring
another holding company, one of whose subsidiaries is a savings association;
(iv) investing in a corporation, the capital stock of which is available for
purchase by a savings association under federal law or under the law of any
state where the subsidiary savings association or associations share their home
offices; (v) furnishing or performing management services for a savings
association subsidiary of such company; (vi) holding, managing or liquidating
assets owned or acquired from a savings subsidiary of such company; (vii)
holding or managing properties used or occupied by a savings association
subsidiary of such company properties used or occupied by a savings association
subsidiary of such company; (viii) acting as trustee under deeds of trust; (ix)
any other activity (A) that the Federal Reserve Board, by regulation, has
determined to be permissible for bank holding companies under Section 4(c) of
the Bank Holding Company Act of 1956, unless the Director, by regulation,
prohibits or limits any such activity for savings and loan holding companies; or
(B) in which multiple savings and loan holding companies were authorized (by
regulation) to directly engage on March 5, 1987; and (x) purchasing, holding, or
disposing of stock acquired in connection with a qualified stock issuance if the
purchase of such stock by such savings and loan holding company is approved by
the Director. If a mutual holding company acquires or merges with another
holding company, the holding company acquired or the holding company resulting
from such merger or acquisition may only invest in assets and engage in
activities listed in (i) through (x) above, and has a period of two years to
cease any nonconforming activities and divest of any nonconforming investments.

         The HOLA prohibits a savings and loan holding company, including
Alamogordo Financial and AF Mutual Holding Company, directly or indirectly, or
through one or more subsidiaries, from acquiring another savings institution or
holding company thereof, without prior written approval of the OTS. It also
prohibits the acquisition or retention of, with certain exceptions, more than 5%
of a nonsubsidiary savings institution, a nonsubsidiary holding company, or a
nonsubsidiary company engaged in activities other than those permitted by the
HOLA; or acquiring or retaining control of an institution that is not federally
insured. In evaluating applications by holding companies to acquire savings
institutions, the OTS must consider the financial and managerial resources,
future prospects of the company and institution involved, the effect of the
acquisition on the risk to the insurance fund, the convenience and needs of the
community and competitive factors.

                                       24
<PAGE>

         The OTS is prohibited from approving any acquisition that would result
in a multiple savings and loan holding company controlling savings institutions
in more than one state, subject to two exceptions: (i) the approval of
interstate supervisory acquisitions by savings and loan holding companies, and
(ii) the acquisition of a savings institution in another state if the laws of
the state of the target savings institution specifically permit such
acquisitions. The states vary in the extent to which they permit interstate
savings and loan holding company acquisitions.

         Conversion of AF Mutual Holding Company to Stock Form. OTS regulations
permit AF Mutual Holding Company to convert from the mutual form of organization
to the capital stock form of organization (a "Conversion Transaction"). There
can be no assurance when, if ever, a Conversion Transaction will occur, and the
Board of Directors has no current intention or plan to undertake a Conversion
Transaction. In a Conversion Transaction a new holding company would be formed
as the successor to Alamogordo Financial (the "New Holding Company"), AF Mutual
Holding Company's corporate existence would end, and certain depositors of
Alamogordo Federal would receive the right to subscribe for additional shares of
the New Holding Company. In a Conversion Transaction, each share of Common Stock
held by stockholders other than AF Mutual Holding Company ("Minority
Stockholders") would be automatically converted into a number of shares of
common stock of the New Holding Company determined pursuant an exchange ratio
that ensures that after the Conversion Transaction, the percentage of the to-be
outstanding shares of the New Holding Company issued to Minority Stockholders in
exchange for their Common Stock would be equal to the percentage of the
outstanding shares of Common Stock held by Minority Stockholders immediately
prior to the Conversion Transaction. The total number of shares held by Minority
Stockholders after the Conversion Transaction would also be affected by any
purchases by such persons in the offering that would be conducted as part of the
Conversion Transaction.

Sarbanes-Oxley Act of 2002

         On July 30, 2002, the President signed into law the Sarbanes-Oxley Act
of 2002 (the "Act"), which implemented legislative reforms intended to address
corporate and accounting fraud. In addition to the establishment of a new
accounting oversight board that will enforce auditing, quality control and
independence standards and will be funded by fees from all publicly traded
companies, the Act places certain restrictions on the scope of services that may
be provided by accounting firms to their public company audit clients. Any
non-audit services being provided to a public company audit client will require
preapproval by the company's audit committee. In addition, the Act makes certain
changes to the requirements for partner rotation after a period of time. The Act
requires chief executive officers and chief financial officers, or their
equivalent, to certify to the accuracy of periodic reports filed with the
Securities and Exchange Commission, subject to civil and criminal penalties if
they knowingly or willingly violate this certification requirement. In addition,
under the Act, counsel will be required to report evidence of a material
violation of the securities laws or a breach of fiduciary duty by a company to
its chief executive officer or its chief legal officer, and, if such officer
does not appropriately respond, to report such evidence to the audit committee
or other similar committee of the board of directors or the board itself.

         Under the Act, longer prison terms will apply to corporate executives
who violate federal securities laws; the period during which certain types of
suits can be brought against a company or its officers is extended; and bonuses
issued to top executives prior to restatement of a company's financial
statements are now subject to disgorgement if such restatement was due to
corporate misconduct. Executives are also prohibited from insider trading during
retirement plan "blackout" periods, and loans to company executives (other than
loans by financial institutions permitted by federal rules and regulations) are
restricted. In addition, a provision directs that civil penalties levied by the
Securities and Exchange Commission as a result of any judicial or administrative
action under the Act be deposited to a fund for the benefit of harmed investors.
The Federal Accounts for Investor Restitution provision also requires the
Securities and Exchange Commission to develop methods of improving collection
rates. The legislation accelerates the time frame for disclosures by public
companies, as they must immediately disclose any material changes in their
financial condition or operations. Directors and executive officers must also
provide information for most changes in beneficial ownership in a company's
securities within two business days of the change.

         The Act also increases the oversight of, and codifies certain
requirements relating to audit committees of public companies and how they
interact with the company's "registered public accounting firm." Audit Committee

                                       25
<PAGE>

members must be independent and are absolutely barred from accepting consulting,
advisory or other compensatory fees from the public company. In addition,
companies must disclose whether at least one member of the committee is a
"financial expert" (as such term will be defined by the Securities and Exchange
Commission) and if not, why not. Under the Act, a company's registered public
accounting firm will be prohibited from performing statutorily mandated audit
services for a company if such company's chief executive officer, chief
financial officer, comptroller, chief accounting officer or any person serving
in equivalent positions had been employed by such firm and participated in the
audit of such company during the one-year period preceding the audit initiation
date. The Act prohibits any officer or director of a company or any other person
acting under their direction from taking any action to fraudulently influence,
coerce, manipulate or mislead any independent accountant engaged in the audit of
the company's financial statements for the purpose of rendering the financial
statements materially misleading. The Act also requires the Securities and
Exchange Commission to prescribe rules requiring inclusion of any internal
control report and assessment by management in the annual report to
shareholders. The Act requires the company's registered public accounting firm
that issues the audit report to attest to and report on management's assessment
of the company's internal controls.

         Although we anticipate that we will incur additional expense in
complying with the provisions of the Sarbanes-Oxley Act and the resulting
regulations, management does not expect that such compliance will have a
material impact on our results of operations or financial condition.

Item 2.  Properties
-------  ----------

Properties

         We conduct our business through our administrative office and one
branch office. We own our administrative office building, and lease our branch
office facility. Our administrative offices are located at 500 10th Street,
Alamogordo, New Mexico. Our branch office is located at 233 New York Street,
Alamogordo, New Mexico. Our premises and equipment had a net book value of $7.6
million as of June 30, 2003. We believe that our current facilities are adequate
to meet our present needs.

Item 3.  Legal Proceedings
-------  -----------------

         We are not involved in any pending legal proceedings other than routine
legal proceedings occurring in the ordinary course of business. We believe that
these routine legal proceedings, in the aggregate, are immaterial to our
financial condition and results of operations.

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

         Not applicable.


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters
-------  ---------------------------------------------------------------------

         Information included in the 2003 Annual Report to Shareholders is
herein incorporated by reference.

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
-------  -----------------------------------------------------------------------
         of Operations
         -------------

         Information included in the 2003 Annual Report to Shareholders is
herein incorporated by reference.

Item 7.  Financial Statements
-------  --------------------

         Information included in the 2003 Annual Report to Shareholders is
herein incorporated by reference.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
-------  ---------------------------------------------------------------
         Financial Disclosure
         --------------------

                                       26
<PAGE>

                  (a) On February 3, 2003, the Registrant elected to change its
         outside accounting firm, Accounting & Consulting Group, L.L.P. ("ACG").
         The Registrant has engaged Neff + Ricci LLP ("NR") as its new outside
         accounting firm. The decision to change accounting firms was
         recommended by the audit committee of the Board of Directors and
         approved by the Board of Directors.

                  ACG's report on the consolidated financial statements of the
         Registrant for each of the two years in the period ended June 30, 2002
         did not contain an adverse opinion or a disclaimer of opinion and was
         not qualified or modified as to uncertainty, audit scope or accounting
         principles. NR has been engaged to audit the consolidated financial
         statements of the Registrant as of and for the year ended June 30,
         2003. During the two years ended June 30, 2002 and the interim period
         through the date of this Report, the Registrant had no disagreements
         with ACG on any matter of accounting principles or practices, financial
         statement disclosure or auditing scope or procedure which
         disagreements, if not resolved to the satisfaction of ACG, would have
         caused it to make reference to the subject matter of the disagreements
         in connection with its report.

                  None of the reportable events described by Item 304(a)(1)(v)
of Regulation S-B has occurred.

                  The Registrant has provided ACG a copy of the disclosures
         contained in this Annual Report, which was received by ACG on the date
         of this Annual Report. The Registrant has requested ACG to furnish the
         Registrant with a letter in response to Item 304(a) of Regulation S-B.
         Such letter will be filed supplementally as Exhibit 16.1.

(b)      NR was engaged by the Registrant on February 3, 2003 to audit the
consolidated financial statements of the Registrant as of and for the year ended
June 30, 2003. During the two years ended June 30, 2002 and the subsequent
interim period through the date of this Report, the Registrant did not consult
with NR regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-B.


Item 8A. Controls and Procedures
-------- -----------------------

         Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act)
as of the end of the period covered by this annual report. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of the period covered by this annual report, our disclosure
controls and procedures were effective to ensure that information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.

         There were no significant changes made in our internal controls during
the period covered by this report or, to our knowledge, in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
-------  -------------------------------------------------------------
         Compliance with Section 16(a) of the Exchange Act
         -------------------------------------------------

         Information included in the Proxy Statement for the 2003 Annual Meeting
of Shareholders is incorporated herein by reference.

Item 10. Executive Compensation
-------- ----------------------

         Information included in the Proxy Statement for the 2003 Annual Meeting
of Shareholders is incorporated herein by reference.

Item 11. Security Ownership of Certain Beneficial Owners and Management
-------- --------------------------------------------------------------

         Information included in the Proxy Statement for the 2003 Annual Meeting
of Shareholders is incorporated herein by reference.

                                       27
<PAGE>

Item 12. Certain Relationships and Related Transactions
-------- ----------------------------------------------

         The Company does not have any equity compensation program that was not
approved by stockholders, other than its employee stock ownership plan.

         Set forth below is certain information as of June 30, 2003 regarding
equity compensation to directors and executive officers of the Company that has
been approved by stockholders.

<TABLE>
<CAPTION>
===================================================================================================================
                                 Number of securities to be                         Number of securities remaining
 Equity compensation plans         issued upon exercise of       Weighted average    available for issuance under
 approved by stockholders       outstanding options and rights    exercise price                 plan
-------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>                           <C>
  Stock Option Plan..........               28,462                     18.50                    28,049
-------------------------------------------------------------------------------------------------------------------
  Recognition and Retention
    Plan.....................                7,783                Not Applicable                14,024
-------------------------------------------------------------------------------------------------------------------
      Total..................               36,245                    $18.50                    42,073
===================================================================================================================
</TABLE>

(1) Represents shares that have been granted but have not yet vested.

         Information included in the Proxy Statement for the 2003 Annual Meeting
of Shareholders is incorporated herein by reference.


                                     PART IV

Item 13. Exhibits and Reports on Form 8-K
-------- --------------------------------

         (a)      The following documents appear in sections of the Registrant's
                  2003 Annual Report to Shareholders under the same caption, and
                  are incorporated herein by reference. No other sections of the
                  2003 Annual Report to Shareholders are incorporated herein by
                  this reference.


                                       28
<PAGE>

         (2)      Report to Shareholders
         (2)      Selected Financial and Other Data
         (3)      Managements Discussion and Analysis of Financial Condition and
                  Results of Operations
         (4)      Independent Auditors' Report
         (5)      Consolidated Financial Statements
                  (i)      Consolidated Balance Sheets
                  (ii)     Consolidated Statements of Income
                  (iii)    Consolidated Statements of Changes in Equity
                  (iv)     Consolidated Statements of Cash Flows
                  (v)      Notes to Consolidated Financial Statements
         (6)      Corporate Information
         (b)      The following exhibits are filed as part of this report.
         3.1      Certificate of Incorporation of Alamogordo Financial Corp.*
         3.2      Bylaws of Alamogordo Financial Corp.*
         4.0      Stock Certificate of Alamogordo Financial Corp.*
         10.1     Alamogordo Financial Corp. Employee Stock Ownership Plan and
                  Trust**
         10.2     Alamogordo Financial Corp. 2001 Stock Option Plan**
         10.3     Alamogordo Financial Corp. 2001 Recognition and Retention
                  Plan**
         13       Alamogordo Financial Corp. 2003 Annual Report to Shareholders
         16       Letter of former Auditors***
         23.1     Consent of Auditors
         23.2     Consent of Auditors
         31.1     Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002
         31.2     Certification of Chief Financial Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002
         32       Certification of Chief Executive Officer and Chief Financial
                  Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002

         (c)      Reports on Form 8-K
                           None

*        Incorporated herein by reference into this document from the Exhibits
         to Form SB-2 Registration Statement, initially filed on December 16,
         1999, Registration No. 333-92913.
**       Incorporated herein by reference into this document from the Exhibits
         to Proxy Statement for the June 25, 2001 Annual Meeting of
         Stockholders, filed with the Commission on May 29, 2001.
***      To be filed by amendment.

                                       29
<PAGE>

                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of Section 13 or 15(d) 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.


                                             ALAMOGORDO FINANCIAL CORP.


Date: September 26, 2003               By:   /s/ R. Miles Ledgerwood
                                             ------------------------------
                                             R. Miles Ledgerwood
                                             President


         Pursuant to the requirements of the Securities Exchange of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



By:   /s/ R. Miles Ledgerwood                By: /s/ Norma J. Clute
      ------------------------------         ------------------------------
      R. Miles Ledgerwood, President         Norma J. Clute, Chief Financial
      and Director                           Officer and Treasurer
      (Principal Executive Officer)          (Principal Financial and Accounting
                                             Officer)

Date: September 26, 2003               Date: September 26, 2003



By:   /s/ Robert W. Hamilton           By:   /s/ S. Thomas Overstreet
      ------------------------------         ------------------------------
      Robert W. Hamilton, Chairman           S. Thomas Overstreet, Director and
      of the Board                           Vice Chairman

Date: September 26, 2003               Date: September 26, 2003



By:   /s/ Jimmie D. Randall            By:   /s/ Earl E. Wallin
      ------------------------------         ------------------------------
      Jimmie D. Randall, Director            Earl E. Wallin, Director

Date: September 26, 2003               Date: September 26, 2003


                                       30