SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One):

|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [FEE REQUIRED] For the fiscal year ended September 30, 2001,
                                                          ------------------
|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition
     period from       to     .
                 -----    ----


Commission File No. 0-27714

                     CRAZY WOMAN CREEK BANCORP INCORPORATED
                  --------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

Wyoming                                                     83-0315410
-------                                                  -----------------
(State or Other Jurisdiction of Incorporation              I.R.S. Employer
or Organization)                                         Identification No.

106 Fort Street, Buffalo, Wyoming                              82834
---------------------------------                            --------
(Address of Principal Executive Offices                     (Zip Code)

Issuer's Telephone Number, Including Area Code:           (307) 684-5591
                                                          --------------
Securities registered pursuant to Section 12(b) of the Act:    None
                                                               ----
Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

         Check  whether  the issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 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   .
                 ---   ---
         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-B is not contained  herein,  and will not be contained,
to the best of  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. |_|

         State issuer's revenues for its most recent fiscal year. $4,403,866

         As of  December  3, 2001,  there were  issued and  outstanding  807,208
shares of the registrant's Common Stock.

         The  Registrant's  voting  stock trades on the Nasdaq  SmallCap  Market
under the symbol "CRZY." The aggregate  market value of the voting stock held by
non-affiliates  of the  registrant,  based on the average bid and asked price of
the registrant's  Common Stock on December 3, 2001, was $8,296,080  ($13.000 per
share based on 638,160 shares of Common Stock outstanding).

Transition Small Business Disclosure Format (check one)      YES    NO   X
                                                                ---     ---
                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year ended
     September 30, 2001. (Parts I, II, and IV)
2.   Portions of the Proxy  Statement  for the Annual  Meeting of  Stockholders.
     (Part III)

<PAGE>

ITEM I

         Crazy Woman Creek Bancorp Incorporated (the "Company") may from time to
time make written or oral  "forward-looking  statements,"  including  statements
contained in the Company's  filings with the Securities and Exchange  Commission
(including this Annual Report on Form 10-KSB and the exhibits  thereto),  in its
reports to stockholders and in other  communications  by the Company,  which are
made in good faith by the Company pursuant to the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995.

         These forward-looking statements involve risks and uncertainties,  such
as statements of the Company's plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based of various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economy in which the Company conducts  operations;
the effects of, and changes in,  trade,  monetary and fiscal  policies and laws,
including  interest  rate  policies  of the Board of  Governors  of the  Federal
Reserve System, inflation, interest rates, market and monetary fluctuations; the
timely development of and acceptance of new products and services of the Company
and the  perceived  overall  value of these  products  and  services  by  users,
including the features,  pricing and quality  compared to competitors'  products
and services;  the willingness of users to substitute  competitors' products and
services for the Company's products and services;  the success of the Company in
gaining  regulatory  approval of its products and services,  when required;  the
impact of changes in financial  services' laws and  regulations  (including laws
concerning taxes,  banking,  securities and insurance);  technological  changes;
acquisitions; changes in consumer spending and saving habits; and the success of
the Company at managing the risks resulting from these factors.

         The Company cautions that the listed factors are not all inclusive. The
Company does not  undertake  to update any  forward-looking  statement,  whether
written  or oral,  that may be made  from  time to time by or on  behalf  of the
Company.

Business of the Company

         The Company is a Wyoming corporation  organized in December 1995 at the
direction  of Buffalo  Federal  Savings  Bank (the "Bank") to acquire all of the
capital stock that the Bank issued upon its conversion  from the mutual to stock
form of ownership on March 29, 1996.  The Company is a unitary  savings and loan
holding company which,  under existing laws,  generally is not restricted in the
types of  business  activities  in which it may  engage  provided  that the Bank
retains a specified  amount of its assets in  housing-related  investments.  The
Company does not conduct any active business other than the investment in mutual
funds.  The Company does not employ any persons other than officers but utilizes
the support staff of the Bank from time to time.

         On December  27,  2000,  the Bank  purchased  the  building,  loans and
acquired the deposit  liabilities,  of the  Gillette,  Wyoming  branch of Hulett
National Bank. The transaction was accounted for as a purchase and  accordingly,
the  consolidated  statement  of income for the year ended  September  30,  2001
includes  the results of  operations  of the  acquired  branch since the date of
purchase. Cash received in the branch acquisition totaled $773,000. The purchase
consisted  of $95,000 of loans,  $387,000  of  premises  and  equipment  and the
assumption  of  $1.353  million  in  deposits  and  accrued  interest  and other
liabilities of $212,000.  The premium paid over  historical  carrying values was
$310,000, which has been allocated to goodwill and core deposit intangibles. The
branch is called  "The Bank of  Gillette,  a branch of Buffalo  Federal  Savings
Bank".

                                       2
<PAGE>

Business of the Bank

         The Bank  attracts  deposits  from the  general  public  and uses  such
deposits  primarily to originate  fixed-rate loans secured by first mortgages on
one-to-four  family  residences  in its market areas.  The Bank also  originates
consumer  loans,  commercial  loans and loans secured by savings  accounts.  The
principal sources of funds for the Bank's lending  activities are deposits;  the
amortization,  repayment,  and maturity of loans;  and Federal Home Loan Bank of
Seattle  (FHLB)  advances.  Principal  sources of income are  interest on loans,
mortgage-backed  securities and investment  securities and the principal expense
is interest paid on deposits and FHLB advances.

Competition

         The Bank is the only savings and loan association in its primary market
areas of Johnson and Campbell  counties.  There are,  however,  three commercial
banks  headquartered  in the primary  market  areas,  one credit union and seven
branches  of  larger  out-of-area  commercial  banks.  The Bank is a  source  of
residential  mortgage loans in the communities  served. The Bank has competition
from all eleven  lenders in  originating  residential  mortgage loans along with
some competition from a growing number of out of area mortgage  bankers.  All of
the competition  sells the majority of their  residential  mortgage loans on the
secondary market, while the Bank has been traditionally  retaining mortgage loan
originations in its portfolio.

         There is also healthy competition for deposits.  Based on data provided
periodically by the Office of Thrift Supervision ("OTS"), the Bank has been able
to  maintain  a market  share of  approximately  20% of the  total  deposits  in
financial  institutions  in the  community.  Insurance  companies and securities
dealers offer further competition for deposits.  The competition for deposits is
expected to continue in the future.




                                       3
<PAGE>

Lending Activities

         Analysis of Loan Portfolio.  The following table sets forth information
on the  composition  of the  Bank's  loan  portfolio  in dollar  amounts  and in
percentages of the total loan portfolio (before deductions for loans in process,
net deferred  loan  origination  fees and  allowance  for loan losses) as of the
dates indicated.
<TABLE>
<CAPTION>

                                                                         At September 30,
                                                      ------------------------------------------------------------

                                                                2001                              2000
                                                      -----------------------------    ---------------------------
                                                      Amount       Percent of Total    Amount     Percent of Total
                                                      ------       ----------------    ------     ----------------
Type of Loans:                                                         (In Thousands)
-------------
<S>                                             <C>                 <C>         <C>                 <C>
  One-to-four family                                $ 23,032            59.62%      $ 24,526            77.23%
  Residential construction                               749              1.94           516              1.62
  Multi-family                                           522              1.35           298              0.94
  Commercial real estate(1)                            6,449             16.69         2,748              8.65
  Commercial construction                              1,411              3.65            --                --
  Commercial                                           1,991              5.15           693              2.18
  Consumer:
    Automobile                                         1,874              4.85         1,319              4.15
    Home equity/Line of credit                         1,470              3.80         1,003              3.15
    Share                                                137              0.35           212              0.67
    Other                                              1,001              2.60           448              1.41
                                                     -------            ------       -------            ------
      Total consumer                                   4,482             11.60         2,982              9.38
                                                     -------            ------       -------            ------
      Total loans                                     38,636            100.00%       31,763            100.00%
                                                     -------            -------      -------            -------

Less:

  Loans in process..........................          (1,076)                           (331)
  Net deferred loan origination fees........            (194)                           (182)
  Allowance for loan losses.................            (308)                           (270)
                                                     -------                         -------
    Total loans, net........................         $37,058                         $30,980
                                                     =======                         =======
</TABLE>

-----------------------------
(1)  Includes  agricultural  real  estate  loans in the amount of  $495,000  and
     $513,000 at September 30, 2001 and 2000, respectively.

                                       4
<PAGE>

         Loan Maturity  Tables.  The following  table sets forth the maturity of
the Bank's loan  portfolio  at September  30,  2001.  The table does not include
prepayments  or  scheduled  principal  repayments.   Prepayments  and  scheduled
principal  repayments on loans totaled $11.435  million and $7.328 million,  for
the years  ended  September  30,  2001 and 2000,  respectively.  Adjustable-rate
mortgage loans are shown as maturing based on contractual maturities.
<TABLE>
<CAPTION>

                                       Residential          Commercial
                                      Construction         Construction         Commercial          Total
                                     ------------------------------------------------------------------------
                                                                 (In Thousands)
<S>                               <C>                <C>                   <C>                 <C>
Non-performing loans                 $            --     $             --     $           57      $       57
                                     ===============     ================     ==============      ==========

Amounts Due:

Within 1 year                                    749                1,411              1,172           3,332

After 1 year
  1 to 5 years                                    --                   --                494             494
  Over 5 Years                                    --                   --                325             325
                                     ---------------     ----------------     --------------      ----------
Total due after 1 year                            --                   --                819             819
                                     ---------------     ----------------     --------------      ----------

Total amount due                                 749                1,411              1,991           4,151
                                     ---------------     ----------------     --------------      ----------

Less:
Allowance for loan losses                          2                   21                 40              63
Loans in Process                                 317                  759                 --           1,076
                                     ---------------     ----------------     --------------      ----------
  Loans receivable, net              $           430     $            631     $        1,951      $    3,012
                                     ===============     ================     ==============      ==========
</TABLE>


         The following table sets forth at September 30, 2001, the dollar amount
of all loans due after  September 30, 2002 which have fixed  interest  rates and
have floating or adjustable interest rates.

                                        Fixed         Floating or
                                        Rates      Adjustable Rates   Total
                                       ------     ----------------    -----
                                                  (In Thousands)

One-to-four family..........           $21,979         $    --      $21,979
Multi-family................               522              --          522
Commercial real estate......             1,743           2,598        4,341
Commercial..................               568             251          819
Consumer....................             3,361             393        3,754
                                       -------         -------      -------
     Total..................           $28,173         $ 3,242      $31,415
                                       =======         =======      =======

                                       5

<PAGE>


     One-to-Four  Family  Residential Loans. The Bank's primary lending activity
consists of the  origination of one-to-four  family  residential  mortgage loans
secured by  property  located  in the  Bank's  primary  market  areas.  The Bank
generally originates one-to-four family residential mortgage loans in amounts up
to 80% of the lesser of the  appraised  value or selling  price of the mortgaged
property. Loans in excess of 80% of the lesser of the appraised value or selling
price of property  require  private  mortgage  insurance for the  borrower.  The
Bank's  strategy is to originate for retention in its portfolio  adjustable-rate
loans,  three-year balloon loans,  five-year balloon loans as well as 20-year or
less fixed-rate loans. The Bank intends to broker, for a third party, loans with
maturities  of  greater  than 20 years for an  agreed  upon  fee.  During  2001,
thirteen  loans at $1.837 million were brokered to a third party with $22,267 of
fee income recognized.

     The Bank offers  adjustable-rate  mortgage loans using primarily a one-year
constant  maturity  treasury  interest rate index.  During fiscal 2001, the Bank
originated no adjustable  rate loans.  Interest  rates charged on mortgage loans
are  competitively  priced  based on market  conditions  and the Bank's  cost of
funds. Generally, the Bank's standard underwriting guidelines for mortgage loans
conform to secondary market guidelines.  It is the current policy of the Bank to
primarily  remain a portfolio  lender.  At September 30, 2001, the Bank serviced
loans for others totaling $61,000.

     The Bank originates three and five-year  balloon mortgage loans with 30, 20
and 15-year amortization periods.  Management believes that balloon loans have a
pricing  characteristic  that helps  offset the  detrimental  affect that rising
rates  could  have on net  interest  income.  At  September  30,  2001,  balloon
mortgages totaled $3.317 million, or 8.95% of the Bank's loan portfolio.

     Residential  Construction Loans. Residential construction loans are made on
one-to-four  family  residential  properties to the  individuals who will be the
owners and occupants upon completion of construction.  These loans are made on a
short-term  basis  and  permanent  long-term  financing  is  available  to these
borrowers.  No principal  payments are required during the construction  period,
however,  interest is due monthly.  The maximum  loan-to-value  ratio is 80%. If
permanent  financing  is obtained  from the Bank,  these loans are made on terms
similar  to those of the  Bank's  single  family  residential  loans  and may be
amortized over terms of up to 30 years.

     In addition to loans  originated  for the  construction  of a residence for
which the ultimate purchaser has been identified,  the Bank, on a limited basis,
originates  speculative  loans to  residential  builders  who  have  established
business relationships with the Bank. These speculative loans are typically made
for a twelve month period and require  interest only payments during the term of
the loan. In  underwriting  such loans,  the Bank  considers the number of units
that the builder has on a speculative  bid basis that remain unsold.  The Bank's
experience during the past years has been that most speculative loans are repaid
within the twelve month period.  Speculative loans are generally originated with
a  loan-to-value  ratio that does not exceed 80%. At September  30, 2001,  there
were no speculative construction loans.

     Construction  lending is generally considered to involve a higher degree of
credit risk than long-term financing of residential properties.  The Bank's risk
of loss on a  construction  loan is  dependent  largely upon the accuracy of the
initial  estimate of the  property's  value at  completion  of  construction  or
development  and  the  estimated  cost  of  construction.  If  the  estimate  of
construction  cost and the  marketability of the property upon completion of the
project prove to be inaccurate,  the Bank may be compelled to advance additional
funds to complete the development.  Furthermore, if the estimate of value proves
to be inaccurate, the Bank may be confronted, at or prior to the maturity of the
loan,  with a  property  with a  value  that  is  insufficient  to  assure  full
repayment.  For  speculative  loans  originated to builders,  the ability of the
builder to sell  completed  dwelling units will depend,  among other things,  on
demand,  pricing  and  availability  of  comparable  properties,   and  economic
conditions.

                                       6
<PAGE>

     Commercial  Construction Loans.  Commercial  construction loans are made on
commercial properties.  These loans are made on a short-term basis and permanent
long-term  financing is available to these borrowers.  No principal payments are
required during the construction period,  however,  interest is due monthly. The
maximum  loan-to-value ratio is 75%. If permanent financing is obtained from the
Bank,  these loans are made on terms  similar to those of the Bank's  commercial
real estate loans and may be amortized over terms of up to 20 years.

     Construction  lending is generally considered to involve a higher degree of
credit risk than long-term financing of commercial  properties.  The Bank's risk
of loss on a  construction  loan is  dependent  largely upon the accuracy of the
initial  estimate of the  property's  value at  completion  of  construction  or
development  and  the  estimated  cost  of  construction.  If  the  estimate  of
construction  cost and the  marketability of the property upon completion of the
project prove to be inaccurate,  the Bank may be compelled to advance additional
funds to complete the development.  Furthermore, if the estimate of value proves
to be inaccurate, the Bank may be confronted, at or prior to the maturity of the
loan,  with a  property  with a  value  that  is  insufficient  to  assure  full
repayment.

     Commercial  Real Estate Loans.  In order to serve its community and enhance
yields on its assets,  the Bank  originates  loans  secured by  commercial  real
estate.  The commercial real estate loans  originated by the Bank have generally
been made to individuals, small businesses, and partnerships. They are primarily
secured by first mortgages on motels,  restaurants,  office  buildings and other
properties  located  in  its  primary  market  areas.  The  Bank  benefits  from
originating  such  loans  due  to  higher  origination  fees  and  shorter  term
maturities.  The Bank's commercial real estate loans are adjustable,  fixed-rate
and balloon loans with terms of 20 years or less, with loan-to-value  ratios not
exceeding 75%.

     Loans secured by commercial real estate generally  involve a greater degree
of risk than  residential  mortgage loans and carry larger loan  balances.  This
increased   credit  risk  is  a  result  of  several   factors,   including  the
concentration  of  principal  in a limited  number of loans and  borrowers,  the
effects of general economic conditions on income producing  properties,  and the
increased  difficulty  of  evaluating  and  monitoring  these  types  of  loans.
Furthermore,  the  repayment  of loans  secured  by  commercial  real  estate is
typically dependent upon the successful  operation of the related operation.  If
the cash flow from the operation is reduced, the borrower's ability to repay the
loan may be impaired.  To minimize these risks,  the Bank generally limits loans
of this type to its market areas and to borrowers with which it has  substantial
experience or who are otherwise well known to the Bank. The Bank's  underwriting
procedures  require  verification  of the  borrower's  credit  history,  income,
financial  statements,  banking  relationships,  credit  references,  and income
projections  for the  property.  It is the  Bank's  current  practice  to obtain
personal  guarantees  from all principals  obtaining this type of loan. The Bank
also  obtains   appraisals  on  each  property  in  accordance  with  applicable
regulations and appraisal policies. All appraisals on commercial real estate are
reviewed by the Bank's management.

     Agricultural  Loans. The Bank engages in lending on improved farm land with
no dwelling,  building lots and building  acreage sites.  These  properties must
have good road access.  The loan-to-value  ratio for this type of loan is 75% or
less with a maximum loan term of 15 years.

     The Bank also engages in loans for improved farm land with  dwellings.  The
loan-to-value  ratio for this type of loan is 75% or less with a maximum term of
20 years.  These loans may be made with  interest  collected  semi-annually  and
principal  annually as well as monthly  principal and interest  payments.  As of
September 30, 2001, agricultural land loans constituted  approximately $495,000,
or 1.343% of the Bank's loan portfolio.  Agricultural land loans are included in
the commercial real estate loan total.

                                       7
<PAGE>

     Multi-Family Loans. The Bank also makes multi-family loans, including loans
on apartment complexes located in the Bank's primary market areas.  Multi-family
loans  generally  provide  higher  interest  rates  than  can be  obtained  from
single-family mortgage loans. Multi-family lending, however, entails significant
additional  risks compared with  one-to-four  family  residential  lending.  For
example,  multi-family  loans  typically  involve larger loan balances to single
borrowers or groups of related  borrowers,  the payment experience on such loans
typically is dependent on the successful  operation of the real estate  project,
and these risks can be significantly impacted by supply and demand conditions in
the market for multi-family  residential units and commercial office, retail and
warehouse space.

     Consumer  Loans.  The Bank's  consumer  loans  consist of home equity loans
secured by second  mortgages on  single-family  residences  in the Bank's market
areas,  automobiles loans,  demand loans secured by deposit accounts at the Bank
and student loans, among others. The Bank has increased its emphasis on consumer
lending in recent years,  including new and used automobile  loans, to provide a
wide range of financial  services to the Bank's  customers while  increasing the
Bank's portfolio yields.

     The Bank makes second  mortgage loans secured by the borrower's  residence.
These loans,  combined with the first mortgage  loan,  which usually is from the
Bank, generally are limited to 80% of the appraised value of the residence.

     The Bank generally makes deposit account loans for up to 90% of the balance
of the  account.  The interest  rate on these loans  generally is indexed to the
rate paid on the secured savings account, and interest is due at maturity. These
loans are payable on demand,  and the account must be pledged as  collateral  to
secure the loan.

     Consumer  loans  generally  involve  more credit  risk than first  mortgage
loans.  Repossessed  collateral for a defaulted loan may not provide an adequate
source of repayment of the outstanding loan balance as a result of damage,  loss
or  depreciation,  and the remaining  deficiency  often does not warrant further
substantial   collection  efforts  against  the  borrower.  In  addition,   loan
collections are dependent on the borrower's continuing financial stability,  and
thus are more likely to be adversely affected by job loss,  divorce,  illness or
personal bankruptcy. Further, the application of various federal and state laws,
including federal and state bankruptcy and insolvency laws, may limit the amount
that can be recovered.  These loans may also give rise to claims and defenses by
a borrower  against  the Bank and a borrower  may be able to assert  against the
Bank  claims and  defenses  that it has  against  the  seller of the  underlying
collateral.  In underwriting  consumer loans,  the Bank considers the borrower's
credit history,  an analysis of the borrower's  income,  expenses and ability to
repay the loan and the value of the collateral.

     Commercial Loans. The Bank, on occasion,  will originate  commercial loans,
primarily to existing  customers.  At September  30, 2001,  commercial  loans of
$1.991 million consisted primarily of small business loans (primarily secured by
livestock, office equipment, and machinery).

     Loan  Commitments.  The  Bank  issues  verbal  commitments  to  prospective
borrowers on all approved real estate loans. Generally,  the commitment requires
acceptance  within 60 days of the date of issuance.  At September 30, 2001,  the
Bank had  $886,000  of  commitments  to cover  originations,  $1,076  million in
undisbursed funds for loans in process, $750,000 for purchase of adjustable rate
commercial  loan  participation  and  $702,000 for  undisbursed  home equity and
revolving lines of credit  balances.  Management  believes that virtually all of
the Bank's commitments will be funded.

                                       8
<PAGE>
     Loans-to-One Borrower. Regulations limit loans-to-one borrower in an amount
equal to 15% of unimpaired  capital and unimpaired surplus of the Bank. The Bank
is  authorized  to  lend  up to an  additional  10% of  unimpaired  capital  and
unimpaired   surplus  if  the  loan  is  fully  secured  by  readily  marketable
collateral. The Bank's maximum loan-to-one borrower limit was approximately $1.7
million at September 30, 2001.

     At September 30, 2001, the Bank's largest lending relationship involved two
Small Business Administration loans secured by commercial real estate properties
aggregating  approximately  $1.327 million.  The loans are located in the Bank's
primary  market  areas and were  performing  in  accordance  with their terms at
September 30, 2001.

Non-Performing and Problem Assets

     Loan  Delinquencies.  The Bank's collection  procedures provide that when a
mortgage  loan is 30 days  past  due,  a notice of  nonpayment  is sent.  If the
payment is still  delinquent  after 60 days,  the customer will receive a letter
and/or telephone call and may receive a visit from a representative of the Bank.
If the delinquency  continues,  similar subsequent efforts are made to eliminate
the delinquency. If the loan continues in a delinquent status until 90 days past
due and no  repayment  plan is in effect,  a notice of right to cure  default is
mailed to the customer  giving 30 additional  days to bring the account  current
before foreclosure is commenced. The loan committee meets regularly to determine
when  foreclosure  proceedings  should be initiated and the customer is notified
when foreclosure has been commenced. At September 30, 2001, loans past due 30 to
89 days totaled $302,000, and loans past 90 days were $119,000.

     Loans  are  reviewed  on a  monthly  basis  and are  generally  placed on a
non-accrual  status when the loan becomes more than 90 days  delinquent or when,
in the  opinion of  management,  the  collection  of  principal  or  interest is
doubtful.  Interest  accrued  and  unpaid  at  the  time  a loan  is  placed  on
non-accrual  status is charged  against  interest  income.  Subsequent  interest
payments,  if any, are either applied to the  outstanding  principal  balance or
recorded  as  interest  income,  depending  on the  assessment  of the  ultimate
collectibility of the loan.

     Non-Performing Assets. The following table sets forth information regarding
non-accrual loans, real estate owned (REO), and certain other repossessed assets
and loans.

                                                     At September 30,
                                                   --------------------
                                                   2001            2000
                                                   ----            ----
                                                     (In Thousands)
Loans  accounted for on a non-accrual  basis:

  One-to-four  family                              $ 62            $ 39
  Commercial  real estate                            57              --
  Construction                                       --              --
  Commercial                                         --              --
  Consumer                                           --              23
                                                   ----              --
Total  Non-performing  loans                        119              62
                                                   ----              --
Real  estate  owned (REO)                            --              --
                                                   ----            ----
Other  non-performing  assets                        --              --
                                                   ----            ----
Total non-performing  assets                       $119            $ 62
                                                   ====            ====
Total non-performing assets to net loans           0.32%           0.20%
                                                   ====            ====
Total non-performing assets to total assets        0.17%           0.10%
                                                   ====            ====

                                       9
<PAGE>


     Interest  income that would have been recorded on loans  accounted for on a
non-accrual  basis under the original terms of such loans was immaterial for the
year ended  September 30, 2001.  Amounts  included in the Bank's interest income
for the year ended September 30, 2001 were also immaterial.

     Allowance  for Loan  Losses.  It is  management's  policy  to  provide  for
inherent losses on loans in its loan  portfolio.  A provision for loan losses is
charged to operations  based on management's  evaluation of the potential losses
that may be  incurred  in the Bank's  loan  portfolio.  Such  evaluation,  which
includes  a review of all loans of which full  collectibility  of  interest  and
principal  may not be  reasonably  assured,  considers the Bank's past loan loss
experience,  known and inherent risks in the portfolio,  adverse situations that
may affect the borrower's  ability to repay,  estimated  value of any underlying
collateral and current economic conditions.

     The amount of provisions  recorded in future  periods may be  significantly
greater or less than the  provisions  taken in the past.  The allowance for loan
losses, as a ratio of total gross loans was 0.80% at September 30, 2001.

     Management  will continue to review the entire loan  portfolio to determine
the extent,  if any, to which further  additional  loss provisions may be deemed
necessary.  There can be no  assurance  that the  allowance  for losses  will be
adequate  to cover  losses  that may in fact be  realized in the future and that
additional provisions for losses will not be required.

     Allocation of Allowance for Loan Losses. The following table sets forth the
allocation  of the Bank's  allowance  for loan losses by loan  category  and the
percent of loans in each  category  to total  loans  receivable  for the periods
indicated.  The  portion  of the loan  loss  allowance  allocated  to each  loan
category does not represent the total available for future losses that may occur
within the loan  category  because the total loan loss  allowance is a valuation
reserve applicable to the entire loan portfolio.
<TABLE>
<CAPTION>
                                                            At September 30,
                                        ------------------------------------------------------
                                                2001                        2000
                                        --------------------------   -------------------------
                                                  Percent of Loans            Percent of Loans
                                        Amount    to Total Loans     Amount    to Total Loans
                                        ------    ----------------   ------   ----------------
                                                       (Dollars in Thousands)
<S>                                <C>            <C>          <C>             <C>
At end of period allocated to:
One-to four-family............         $  69          59.62%       $ 120           77.22%
Multi-family..................             8           1.35            6            0.94
Commercial real estate........           123          16.69           68            8.65
Commercial construction.......            21           3.65           --              --
Residential construction......             2           1.94            3            1.62
Commercial....................            40           5.15           14            2.18
Consumer......................            45          11.60           59            9.39
                                       -----         ------        -----          ------
Total allowance...............         $ 308         100.00%       $ 270          100.00%
                                       =====         ======        =====          ======
</TABLE>

                                       10
<PAGE>

     Analysis of the Allowance for Loan Losses.  The following  table sets forth
information  with respect to the Bank's  allowance  for loan losses at the dates
indicated:
<TABLE>
<CAPTION>

                                                                  Year Ended September 30,
                                                                  ------------------------

                                                                    2001             2000
                                                                  -------            ----

                                                                    (Dollars in Thousands)

      <S>                                                      <C>              <C>
         Total loans outstanding                                  $ 38,636        $ 31,763
                                                                  ========        ========
         Allowance for loan losses (at beginning of period) ...   $    270           $ 249
         Provision for loan losses.............................         --              --
         Charge-offs:
           One-to-four family..................................         --             (10)
           Commercial real estate..............................         --              --
           Commercial..........................................         --              --
           Consumer............................................        (11)            (21)
                                                                  --------        --------
            Total Charge-offs..................................        (11)            (21)
                                                                  --------        --------
         Recoveries:
           One-to-four family..................................         31              10
           Commercial real estate..............................         --              --
           Commercial..........................................         --              --
           Consumer............................................         18              32
                                                                  --------        --------
            Total Recoveries...................................         49              42
                                                                  --------        --------
                Net recoveries.................................         38              21
                                                                  --------        --------
         Allowance for loan losses (at end of period)             $    308        $    270
                                                                  ========        ========
         Allowance for loan losses to total loans..............       0.80 %          0.85 %
                                                                  ========        ========
         Net recoveries to loans receivable, net...............      (0.10)%         (0.07)%
                                                                  ========        ========
</TABLE>
Investment Activities

     General.  The Bank is  required  under  federal  regulations  to maintain a
minimum  amount of liquid  assets which may be invested in specified  short-term
securities  and certain other  investments.  The Bank has maintained a liquidity
portfolio  in  excess  of  regulatory  requirements.  Liquidity  levels  may  be
increased or decreased depending upon the yields on investment  alternatives and
upon management's judgment as to the attractiveness of the yields then available
in relation to other  opportunities  and its expectation of future yield levels,
as well as management's  projections as to the short-term demand for funds to be
used in the Bank's loan origination and other activities. At September 30, 2001,
the Bank's investment portfolio policy allowed investments in only U.S. Treasury
obligations,  U.S.  Agency  securities,  mortgage-backed  securities,  municipal
securities,  federally-insured  certificates  of deposit,  federal funds,  FHLMC
stock and FHLB overnight and term deposits. Investment decisions are made by the
Bank's  Investment  Committee,  which is comprised of the four senior  officers.
Three of the four committee  members must agree on all  decisions.  The Board of
Directors may authorize additional investments.

     In 1997, the Board of Directors of the Company authorized the investment in
quality mutual funds. At September 30, 2001, the Company had a total  investment
of $1.0 million,  with dividends reinvested of $116,000, in two different mutual
funds.  The market  value of these  funds was $1.087  million at that date.  The
Board of Directors has  established a maximum initial  investment  limit of $1.0
million in such funds.  The mutual  funds  purchased  by the  Company  invest in
equity  securities and accordingly,  the mutual funds are subject to market risk
including potential loss of principal.



                                       11
<PAGE>


     Mortgage-Backed Securities. Primarily to supplement lending activities, the
Bank  invests  in  residential   mortgage-backed   securities.   Mortgage-backed
securities can serve as collateral for borrowings and, through repayments,  as a
source of liquidity.

     Mortgage-backed  securities represent a participation interest in a pool of
single-family mortgages, the principal and interest payments on which are passed
from   the   mortgage    originators,    through    intermediaries    (generally
quasi-governmental agencies) that pool and repackage the participation interests
in  the   form  of   securities,   to   investors   such  as  the   Bank.   Such
quasi-governmental  agencies,  which  guarantee  the  payment of  principal  and
interest  to  investors,  primarily  include  the  Federal  Home  Loan  Mortgage
Corporation  ("FHLMC"),  Government National Mortgage Association ("GNMA"),  and
Federal  National  Mortgage  Association  ("FNMA").   Pass-through  certificates
typically  are issued with stated  principal  amounts,  and the  securities  are
backed by pools of mortgages  that have loans with interest rates and maturities
that are within a specified  range.  The  underlying  pool of  mortgages  can be
composed  of either  fixed-rate  mortgage  loans or ARM  loans.  Mortgage-backed
securities are generally referred to as mortgage  participation  certificates or
pass-through  certificates.  As a result, the interest rate risk characteristics
of the underlying pool of mortgages,  (i.e.,  fixed-rate or  adjustable-rate) as
well as prepayment risk, are passed on to the certificate  holder. The life of a
mortgage-backed  pass-through  security  is equal to the life of the  underlying
mortgages.  Mortgage-backed  securities issued by FHLMC, FNMA and GNMA make up a
majority of the pass-through market.

     Mortgage-backed  securities  provide for monthly  payments of principal and
interest  and  generally  have  contractual  maturities  ranging from five to 30
years.  However,  due to expected repayment terms being  significantly less than
the underlying mortgage loan pool contractual maturities, the estimated lives of
these securities could be significantly shorter.

     The Bank also  purchases  mortgage-backed  securities  issued by government
agencies  that are  currently  qualified  under the Internal  Revenue  Code,  as
amended  (the "Code") as Real Estate  Mortgage  Investment  Conduit  ("REMICs").
REMICs  have been  developed  in response to  investor  concerns  regarding  the
uncertainty  of  cash  flows  associated  with  the  prepayment  option  of  the
underlying  mortgagor  and  are  typically  issued  by  governmental   agencies,
governmental sponsored enterprises and special purpose entities, such as trusts,
corporations  or  partnerships,  established by financial  institutions or other
similar  institutions.  Some REMIC  instruments are most like  traditional  debt
instruments because they have stated principal amounts and traditionally defined
interest-rate terms.  Purchasers of certain other REMIC instruments are entitled
to the excess,  if any, of the issuer's  cash  inflows,  including  reinvestment
earnings,  over the cash outflows for debt service and administrative  expenses.
These  mortgage  related  instruments  may  include  instruments  designated  as
residual  interests,  which  represent  an  equity  ownership  interest  in  the
underlying  collateral,  subject to the first lien of the investors in the other
classes of the REMIC.  Certain residual REMIC interests may be riskier than many
regular  REMIC  interests  to the extent that they could result in the loss of a
portion of the original investment. Moreover, cash flows from residual interests
are  very  sensitive  to  prepayments  and,  thus,  contain  a  high  degree  of
interest-rate risk.

     At September 30, 2001, all of the Bank's  investment in REMICs consisted of
regular interests and did not include any residual interests or interest-only or
principal-only  securities.  As a matter of policy,  the Bank does not invest in
residuals or interest-only and principal-only securities. The REMICs held by the
Bank at  September  30,  2001  consisted  solely  of  fixed-rate  tranches.  The
securities are backed by mortgages on one-to-four family residential real estate
and have contractual maturities up to 30 years. The securities are PACs (Planned
Amortization  Classes)  and are  designed  to provide a specific  principal  and
interest cash-flow.


                                       12
<PAGE>

     At  September  30,  2001,  the Bank had REMICs with an  aggregate  carrying
amount  (including  discounts  and  premiums)  of  $147,000,  of which none were
privately issued.

     During periods of rising  mortgage  interest  rates, if the coupon rates of
the underlying  mortgages are less than that of the prevailing  market  interest
rates offered for mortgage loans,  refinancings  generally decrease and slow the
prepayment of the underlying  mortgages and the related securities.  Conversely,
during periods of falling  mortgage  interest  rates, if the coupon rates of the
underlying  mortgages  exceed the prevailing  market  interest rates offered for
mortgage loans,  refinancing  generally increases and accelerates the prepayment
of  the   underlying   mortgages   and  the  related   securities.   Under  such
circumstances,  the Bank may be subject to  reinvestment  risk  because,  to the
extent that the Bank's  mortgage-related  securities  amortize or prepay  faster
than  anticipated,  the Bank may not be able to  reinvest  the  proceeds of such
repayments and prepayments at a comparable rate.

     Investment  Securities  Portfolio.  The  following  table  sets  forth  the
amortized  cost of the Company's  investment  securities  portfolio,  securities
available-for-sale portfolio, short-term investments and FHLB stock at the dates
indicated.

                                                        At September 30,
                                                    ------------------------
                                                       2001           2000
                                                    ---------        ------
                                                          (In Thousands)

Investment securities available-for-sale: (1)
 U.S. Agency obligations ..................             2,500         15,249
 Municipal securities......................             2,306          1,886
 Mortgage-backed securities:
   GNMA....................................             3,787          4,389
   FHLMC...................................             5,291          3,606
   FNMA....................................             6,561          2,359
   REMIC's.................................               146            604
Investment in mutual funds(2)..............             1,116          1,106
                                                     --------       --------
   Total securities available for sale.....            21,707         29,199
                                                     --------       --------
FHLB stock.................................             1,128          1,055
                                                     --------       --------
   Total...................................          $ 22,835       $ 30,254
                                                     ========       ========
 -------------------

(1)      Amounts shown at amortized cost, but carried at estimated fair value.
(2)      Includes two mutual funds held as available-for-sale.

                                       13
<PAGE>

         The  following  table sets forth  information  regarding  the scheduled
maturities, amortized cost, estimated fair value and weighted average yields for
the Bank's investment securities,  excluding mutual funds, at September 30, 2001
and 2000: (In thousands)

<TABLE>
<CAPTION>
                                                                 As of September 30, 2001
                         ----------------------------------------------------------------------------------------------------------
                          One Year or Less   One to Five Years     Five to Ten    More than Ten Years   Total Investment Securities
                         -----------------  ------------------  ----------------  -------------------  -----------------------------
Investment securities    Amortized  Average Amortized  Average  Amortized Average  Amortized  Average  Amortized  Average  Estimated
available for sale: (1)    Cost      Yield     Cost     Yield      Cost    Yield      Cost     Yield      Cost     Yield  Fair Value
                         ---------  ------  ---------- -------  --------  -------- ---------  -------  ---------  ------- ----------
<S>                      <C>      <C>         <C>     <C>      <C>       <C>     <C>        <C>      <C>        <C>       <C>
U. S. Agency
obligations..............  $ --        --%     $ --        --%    $2,500    6.13%  $    --        --%  $ 2,500      6.13%   $ 2,501
Municipal securities (2).   110      6.97        95      8.18        934    6.76     1,167      6.88     2,306      6.89      2,353
Mortgage-backed securities
and other pass-throughs:
    GNMA.................    --        --        18      8.00         --      --     3,769      6.31     3,787      6.32      3,863
    FHLMC................     3      7.50        48      8.75        776    6.09     4,464      6.79     5,291      6.71      5,400
    REMIC's..............    --        --        --        --         --      --       146      6.50       146      6.50        147
    FNMA.................    --        --        --        --         --      --     6,561      6.75     6,561      6.75      6,652
                           ----                ----               ------           -------             -------              -------
  Total..................  $113      6.95%     $161      8.33%    $4,210    6.27%  $16,107      6.66%  $20,591      6.60%   $20,916
                           ====                ====               ======           =======             =======              =======

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                               As of September 30, 2000
                         ----------------------------------------------------------------------------------------------------------

                         One Year or Less   One to Five Years     Five to Ten    More than Ten Years   Total Investment Securities
                         -----------------  ------------------  ----------------  -------------------  -----------------------------
Investment securities    Amortized  Average Amortized  Average  Amortized Average  Amortized  Average  Amortized  Average  Estimated
available for sale: (1)    Cost      Yield     Cost     Yield      Cost    Yield      Cost     Yield      Cost     Yield  Fair Value
                         ---------  ------  ---------- -------  --------  -------- ---------  -------  ---------  ------- ----------
<S>                      <C>      <C>         <C>     <C>      <C>       <C>     <C>        <C>      <C>        <C>       <C>

U. S. Agency obligations.. $ --         --%    $3,500      6.30% $11,749    6.40% $    --        --%    $15,249     6.38%    $14,674
Municipal securities (2)..   75       7.58        205      7.53      540    7.21    1,066      6.86       1,886     7.06       1,823
Mortgage-backed securities
and other pass-throughs:
    GNMA..................   --         --         --        --       29    8.00    4,360      6.36       4,389     6.37       4,315
    FHLMC.................   --         --         36      8.89      236    6.88    3,334      6.56       3,606     6.61       3,557
    REMIC's...............   --         --         --        --       --      --      604      6.63         604     6.63         583
    FNMA..................   --         --         --        --       --      --    2,359      6.48       2,359     6.48       2,341
                           ----                ------            -------          -------               -------              -------
  Total..........          $ 75       7.58%    $3,741      6.40% $12,554    6.45% $11,723      6.50%    $28,093     6.47%    $27,293
                           ====                ======            =======          =======               =======              =======
</TABLE>
----------------------

(1)  Includes U.S. Agency securities and mortgage-backed securities but does not
     include   investment  in  mutual  funds  (See  -   "Investment   Securities
     Portfolio").
(2)  Calculated using tax equivalent yield


                                       14
<PAGE>

Sources of Funds

         General. Deposits are the major external source of the Bank's funds for
lending and other investment purposes.  The Bank derives funds from amortization
and  prepayment  of loans and,  to a lesser  extent,  maturities  of  investment
securities, borrowings, maturities of mortgage-backed securities and operations.
Scheduled  loan principal  repayments  are a relatively  stable source of funds,
while  deposit  inflows and  outflows  and loan  prepayments  are  significantly
influenced  by  general  interest  rates and  market  conditions.  The Bank also
utilizes FHLB advances to meet liquidity and investing needs.

         Deposits.  Deposits are  attracted  principally  from within the Bank's
primary market areas through the offering of a selection of deposit  instruments
including regular savings  accounts,  money market accounts,  NOW accounts,  and
term certificate  accounts.  The Bank also offers IRA accounts.  Deposit account
terms vary according to the minimum balance required,  the time period the funds
must remain on deposit, and the interest rate, among other factors.

         The  interest  rates paid by the Bank on deposits are set weekly at the
direction of senior  management.  The Bank determines the interest rate to offer
the public on new and maturing  accounts by reviewing the market  interest rates
offered by competitors and the national market.  The Bank reviews,  weekly,  the
interest rates being offered by other financial  institutions within its primary
market areas.

         Passbook  savings,  business  checking,  money  market and NOW accounts
constituted  $16.842  million,  or 41.37%,  of the Bank's  deposit  portfolio at
September 30, 2001 and the weighted  average interest rate paid on such deposits
at that date was 2.31%.  Certificates of deposit (or time deposits)  constituted
$23.867 million, or 58.63% of the deposit portfolio of which $10.083 million, or
24.77% of the deposit  portfolio were  certificates  of deposit with balances of
$100,000 or more. The weighted  average interest rate paid on all certificate of
deposits was 5.32% at September 30, 2001. As of September 30, 2001, the Bank had
no brokered deposits.

         Jumbo Certificates of Deposit. The following table indicates the amount
of the Bank's  certificates  of deposit of  $100,000  or more by time  remaining
until maturity as of September 30, 2001.

Maturity Period                                Certificates of Deposit
---------------                                -----------------------
                                                    (In Thousands)
Within three months........................           $   2,859
More than three through six months.........               2,308
More than six through twelve months........               3,247
Over twelve months.........................               1,669
                                                      ---------
   Total...................................           $  10,083
                                                      =========

     Borrowings.  The Bank may obtain  advances from the FHLB to supplement  its
supply  of funds  for loan  origination.  Advances  from the FHLB are  typically
secured by a pledge of the Bank's  stock in the FHLB and a portion of the Bank's
first mortgage loans,  investment  securities and certain other assets. The Bank
utilizes  short-term FHLB advances  primarily to fund loan originations and as a
hedge  against  interest  rates  whereby  funds from  advances  are  invested in
investment  securities  with terms  similar to the  advances.  Each FHLB  credit
program has its own interest rate,  which may be fixed or variable,  and a range
of maturities. The Bank, if the need arises, may also access the Federal Reserve
Bank discount window to supplement its supply of funds for loan  origination and
to meet deposit  withdrawal  requirements.  At September 30, 2001,  the Bank had
$13.40  million  of  borrowings  from the FHLB that  consisted  of  $700,000  in
fixed-rate  fixed-term  advances  with  rates of 7.49%,  and  $12.70  million in
callable advances with rates of 4.77% to 6.84%. FHLB advances have been utilized
by the

                                       15

<PAGE>

Bank to fund loan demand and to  purchase  investment  securities.  The Bank has
used FHLB  advances  to fund the  purchase  of  investment  and  mortgage-backed
securities  with the goal of earning  income on the interest  rate  differential
between the rate earned on the  investment  securities  and the rate paid on the
FHLB advances.

     The  following  table sets forth  information  concerning  only  short-term
borrowings  (those  maturing  within  one year or less) the Bank had  during the
periods indicated.

                                                    Year ended September 30,
                                                   -------------------------
                                                      2001           2000
                                                   ----------      ---------
                                                         (In thousands)
Short-term FHLB advances:
  Average balance outstanding                         $3,546        $ 9,571
  Maximum amount outstanding at any month-end
    During the period                                 $5,900        $11,450
  Weighted average interest rate during the period      6.60%          5.10%
Total short-term borrowings at end of period          $  700        $ 5,900
Weighted average interest rate and end of period        6.19%          6.35%

Personnel

         At September 30, 2001 the Bank had twenty full-time and three part-time
employees.  None  of  the  Bank's  employees  are  represented  by a  collective
bargaining  group. The Bank believes that its relationship with its employees is
good.

Regulation

         Set forth below is a brief  description  of certain laws that relate to
the regulation of the Bank and the Company.  The description does not purport to
be complete and is qualified in its entirety by reference to applicable laws and
regulations.

Bank Regulation

         General. As a federally  chartered Savings  Association  Insurance Fund
(SAIF) insured savings association,  the Bank is subject to extensive regulation
by the  OTS  and the  Federal  Deposit  Insurance  Corporation  (FDIC).  Lending
activities and other  investments must comply with various federal statutory and
regulatory   requirements.   The  Bank  is  also  subject  to  certain   reserve
requirements promulgated by the Board of Governors of the Federal Reserve System
("Federal Reserve System").

         The OTS, in conjunction with the FDIC,  regularly examines the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that they find in the Bank's  operations.  The Bank's  relationship
with its depositors and borrowers is also regulated to a great extent by federal
law,  especially  in such matters as the  ownership of savings  accounts and the
form and content of the Bank's mortgage documents.

         The Bank 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 savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination

                                       16
<PAGE>

policies,  including  policies with respect to the  classification of assets and
the  establishment of adequate loan loss reserves for regulatory  purposes.  Any
change in such  regulations,  whether by the OTS, the FDIC or the United  States
Congress  could have a material  adverse  impact on the  Company or the Bank and
their operations.

         Insurance  of  Deposit  Accounts.  The FDIC  administers  two  separate
deposit insurance funds. Generally,  the Bank Insurance Fund (the "BIF") insures
the  deposits of  commercial  banks and the SAIF insures the deposits of savings
institutions.  The FDIC is authorized to increase deposit insurance  premiums if
it determines  such increases are appropriate to maintain the reserves of either
the SAIF or BIF or to fund the administration of the FDIC. In addition, the FDIC
is authorized to levy emergency special assessments of BIF and SAIF members. The
FDIC has set the deposit insurance assessment rates for SAIF member institutions
for the first six  months of 2002 at 0% to  0.027%  of  insured  deposits  on an
annualized basis, with the assessment rate for most savings  institutions set at
0%.

         In addition,  all institutions  insured by the FDIC are required to pay
quarterly assessments, totaling approximately 0.189% of insured deposits for the
2001 calendar  year, to fund interest  payments on bonds issued by the Financing
Corporation, an agency of the Federal government established to recapitalize the
predecessor  to the SAIF.  These  assessments  will continue until the Financing
Corporation bonds mature in 2017.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total adjusted assets, (2) core capital equal to at least 3% of total
adjusted  assets  (provided that the  institution  received the highest  rating,
"composite 1 CAMELS," in its most recent examination) and (3) risk-based capital
equal to 8% of total risk-weighted assets.

         Set forth below is information  regarding the Bank's regulatory capital
at September 30, 2001.

                                                             Percent of
                                       Amount              Adjusted Assets
                                       ------              ---------------
                                                 (In Thousands)

GAAP Capital                           $ 11,892
                                       ========
Tangible Capital:
Regulatory requirement                 $  1,007                    1.50%
Actual capital                           11,463                   17.07%
                                       --------                 --------
  Excess                               $ 10,456                   15.57%
                                       ========                 ========

Core Capital:
Regulatory requirement                 $  2,015                    3.00%
Actual capital                           11,500                   17.12%
                                       --------                 --------
  Excess                               $  9,485                   14.12%
                                       ========                 ========

Risk-Based Capital:
Regulatory Requirement                 $  2,705                    8.00%
Actual capital                           11,808                   34.92%
                                       --------                 -------
  Excess                               $  9,103                   26.92%
                                       ========                 =======

                                       17

<PAGE>

         The   risk-based   capital   standards  of  the  OTS  require   savings
institutions  with more than a "normal"  level of interest rate risk to maintain
additional total capital. A savings institution's interest rate risk is measured
in terms of the sensitivity of its "net portfolio  value" to changes in interest
rates.  The OTS calculates the  sensitivity  of an  institution's  net portfolio
value based on data submitted by the  institution in a schedule to its quarterly
Thrift  Financial  Report and using the  interest  rate risk  measurement  model
adopted by the OTS.  The amount of the  interest  rate risk  component,  if any,
deducted  from an  institution's  total  capital  is based on the  institution's
Thrift Financial Report filed two quarters  earlier.  Savings  institutions with
less than $300  million in assets and a risk-based  capital  ratio above 12% are
generally  exempt  from  filing the  interest  rate risk  schedule  and from the
requirement to deduct an interest rate risk  component  from total capital.  The
Bank meets these  qualifications and is therefore exempt from the application of
the rule.  However,  the OTS may require any exempt savings  institution that it
determines  may have a high level of  interest  rate risk  exposure to file this
schedule  on a  quarterly  basis,  and such  institution  may be  subject  to an
additional  capital  requirement  based upon its level of interest  rate risk as
compared  to its peers.  The Bank has not been  required  to adjust its  capital
requirements for an interest rate risk component.

         Limitations  on  Dividends  and Other  Capital  Distributions.  The OTS
imposes  various   restrictions  or  requirements  on  the  ability  of  savings
institutions to make capital distributions, including cash dividends.

         A  savings  association  that is a  subsidiary  of a  savings  and loan
holding company, such as the Bank, must file an application or a notice with the
OTS at  least  30 days  before  making  a  capital  distribution.  Such  savings
associations  are not required to file an  application  for permission to make a
capital distribution and need only file a notice if the following conditions are
met: (1) they are eligible for  expedited  treatment of  applications  under OTS
regulations,  (2) they would remain at least  adequately  capitalized  after the
distribution,  (3) the annual amount of capital distribution does not exceed net
income for that  calendar  year to date added to retained net income for the two
preceding calendar years, and (4) the capital  distribution does not violate any
agreements  between the OTS and the savings  association or any OTS regulations.
Any other situation would require an application to the OTS.

         In addition,  the OTS could prohibit a proposed capital distribution by
any  institution,  which would otherwise be permitted by the regulation,  if the
OTS  determines  that the  distribution  would  constitute  an unsafe or unsound
practice.

         A federal  savings  institution  is  prohibited  from  making a capital
distribution if, after making the distribution, the savings institution would be
unable to meet any one of its minimum regulatory capital requirements.  Further,
a federal  savings  institution  cannot  distribute  regulatory  capital that is
needed for its liquidation account.

                  Qualified Thrift Lender Test. Savings institutions must meet a
qualified thrift lender ("QTL") test or they become subject to certain operating
restrictions,  including  restrictions on borrowing from their regional  Federal
Home Loan Bank.  To qualify as a QTL, a savings  institution  must either (i) be
deemed a "domestic  building and loan  association"  under the Internal  Revenue
Code by  maintaining  at least 60% of its total  assets  in  specified  types of
assets,  including cash,  certain  government  securities,  loans secured by and
other  assets  related  to  residential  real  property,  educational  loans and
investments  in premises of the  institution  or (ii) satisfy the  statutory QTL
test set forth in the Home Owner's Loan Act by  maintaining  at least 65% of its
"portfolio assets" in certain "Qualified Thrift  Investments"  ("QTIs") (defined
to  include  residential  mortgages  and  related  equity  investments,  certain
mortgage-related securities, small business loans, student loans and credit card
loans, and 50% of certain community development loans). For purposes of the Home
Owner's  Loan Act test,  portfolio  assets  are  defined as total  assets  minus
intangible assets,  property used by the institution in conducting

                                       18


<PAGE>

its business,  and liquid assets equal to 10% of total assets.  Compliance  with
the QTL test is  determined  on a  monthly  basis  in nine  out of every  twelve
months, the Bank was in compliance with the QTL test in all twelve months during
2000 and 2001. As of September 30, 2001, the Bank was in compliance with its QTL
requirement with 90.45% of its assets invested in QTIs.

         Federal  Reserve  System.  The  Federal  Reserve  System  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction accounts (primarily checking, NOW and Super NOW
checking  accounts) and non-personal time deposits.  The balances  maintained to
meet the reserve  requirements imposed by the Federal Reserve System may be used
to satisfy the liquidity  requirements that are imposed by the OTS. At September
30, 2001, the Bank's total transaction accounts were below the minimum level for
which the Federal Reserve System requires a reserve.

Company Regulation

         General.  The Company is a savings and loan holding  company subject to
regulatory  oversight  by the OTS. As such,  the Company is required to register
and file reports with the OTS and is subject to regulation  and  examination  by
the OTS. In addition, the OTS has enforcement authority over the Company and its
non-savings association subsidiaries,  should such subsidiaries be formed, which
also permits the OTS to restrict or prohibit  activities  that are determined to
be a serious risk to the subsidiary  savings  association.  This  regulation and
oversight is intended primarily for the protection of the depositors of the Bank
and not for the benefit of stockholders of the Company.  The Company is required
to file  certain  reports  with,  and  otherwise  comply  with,  the  rules  and
regulations of the OTS and the Securities and Exchange Commission ("SEC").

         Restrictions  on  Activities.  As a unitary  savings  and loan  holding
company,  the  Company  generally  is not  subject  to any  restrictions  on its
business activities.  While the  Gramm-Leach-Bliley Act (the "GLB Act"), enacted
in November 1999, terminated the "unitary thrift holding company" exemption from
activity  restrictions on a prospective basis, the Company enjoys  grandfathered
status under this provision of the GLB Act because it acquired the Bank prior to
May 4, 2001. As a result, the Company's freedom from activity  restrictions as a
unitary  savings  and loan  holding  company  was not  affected  by the GLB Act.
However,  if the  Company  were to  acquire  control  of an  additional  savings
institution,  its business  activities would be subject to restriction under the
Home  Owners' Loan Act.  Furthermore,  if the Company were in the future to sell
control of the Bank to any other company,  such company would not succeed to the
Company's  grandfathered  status  under the GLB Act and would be  subject to the
Home Owner's Loan Act's activity restrictions.

         The  continuation  of the  Company's  exemption  from  restrictions  on
business  activities  as a unitary  savings  and loan  holding  company  is also
subject to the Company's  continued  compliance  with the QTL Test.  See "- Bank
Regulation - QTL Test."

         Federal  Securities Law. The Company's  common stock is registered with
the SEC under the Securities Act of 1933 (the "Act").  The Company is subject to
the information,  proxy solicitation,  insider trading  restrictions,  and other
requirements under the Securities Exchange Act of 1934 ("Exchange Act").

                                       19
<PAGE>
Item  2.  Description of Property
---------------------------------

     (a) Properties.

         The Company owns no real  property but utilizes the office owned by the
Bank.  The Bank owns and operates  from its offices  located at 106 Fort Street,
Buffalo,  Wyoming 82834,  and 2800 S. 4-J Road,  Gillette,  Wyoming 82716. As of
September  30,  2001,  the Bank had a total  investment  in office  property and
equipment of $2.409 million with a net book value of $1.871 million.

     (b) Investment Policies.

         See "Item 1.  Business"  above for a general  description of the Bank's
investment  policies and any  regulatory  or Board of  Directors'  percentage of
assets limitations  regarding certain investments.  All of the Bank's investment
policies are  reviewed  and approved by the Board of Directors of the Bank,  and
such  policies,  subject to  regulatory  restrictions  (if any),  can be changed
without a vote of stockholders. The Bank's investments are primarily acquired to
produce income, and to a lesser extent, possible capital gain.

     (1)  Investments  in Real Estate or Interests in Real Estate.  See "Item 1.
Business -- Lending  Activities,"  "Item 1. Business -- Regulation of the Bank,"
and "Item 2. Description of Property. (a) Properties" above.

     (2) Investments in Real Estate Mortgages.  See "Item 1. Business -- Lending
Activities" and "Item 1. Business -- Regulation of the Bank."

     (3) Investments in Securities of or Interests in Persons  Primarily Engaged
in Real Estate Activities.  See "Item 1. Business -- Lending  Activities," "Item
1.  Business --  Regulation  of the Bank," and "Item 1.  Business --  Subsidiary
Activity."

     (c) Description of Real Estate and Operating Data.

         Not Applicable.

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

         The  Company,  from  time to  time,  is a  party  to  ordinary  routine
litigation,  which arises in the normal  course of  business,  such as claims to
enforce  liens,  condemnation  proceedings on properties in which the Bank holds
security  interests,  claims involving the making and servicing of real property
loans, and other issues incident to the business of the Company.  In the opinion
of management,  currently there are no such claims or lawsuits that would have a
material  adverse  effect on the  Company's  results  of  operations,  financial
condition or liquidity.

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

         Not applicable.


                                       20
<PAGE>

                                     PART II

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

         The  information  contained under the section  captioned  "Stock Market
Information" in the Company's  Annual Report to Stockholders for the fiscal year
ended  September  30, 2001 (the  "Annual  Report"),  is  incorporated  herein by
reference.

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

         The  required   information  is  contained  in  the  section  captioned
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" in the Annual Report and is incorporated herein by reference.

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

         The Company's  consolidated  financial  statements  required herein are
contained in the Annual Report and are incorporated herein by reference.

Item  8.  Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure
-------------------------------------------------------------------------------
         Not Applicable.

                                    PART III

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

         The  information  contained  under the  sections  captioned  "Filing of
Beneficial  Ownership  Reports"  and  "Information  with Respect to Nominees for
Director,  Directors  Continuing  in  Office,  and  Executive  Officers"  in the
Company's  definitive  proxy  statement  for the  Company's  Annual  Meeting  of
Stockholders (the "Proxy Statement") is incorporated herein by reference.

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

         The  information  contained under the section  captioned  "Director and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.

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

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to the section  captioned  "Voting  Securities  and
                  Principal Holders Thereof" in the Proxy Statement.

         (b)      Security Ownership of Management

                  Information  required by this item is  incorporated  herein by
                  reference to the section  captioned  "Information with Respect
                  to Nominees for Director,  Directors Continuing in Office, and
                  Executive Officers" in the Proxy Statement.

                                       21

<PAGE>

         (c)      Management of the Company knows of no arrangements,  including
                  any pledge by any person of  securities  of the  Company,  the
                  operation of which may at a subsequent date result in a change
                  in control of the Registrant.

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

         The  information  required  by this  item  is  incorporated  herein  by
reference  to  the  section   captioned   "Certain   Relationships  and  Related
Transactions" and "Voting Securities and Principal Holders Thereof" in the Proxy
Statement.

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

(a)  Exhibits are either attached as part of this Report or incorporated  herein
     by reference.

     3.1  Articles of Incorporation of Crazy Woman Creek Bancorp Incorporated*

     3.2  Bylaws of Crazy Woman Creek Bancorp Incorporated*

     10.1 Form  of   Employment   Contract   with  Crazy  Woman  Creek   Bancorp
          Incorporated*

     10.2 Stock Option Plan**

     10.3 Management Stock Bonus Plan**

     11   Statement regarding computation of earnings per share (see Notes 1 and
          12 to the Notes to  Consolidated  Financial  Statements  in the Annual
          Report)

     13   Annual Report to Stockholders  for the fiscal year ended September 30,
          2001.

     21   Subsidiaries  of the Registrant (See "Item 1. Business of the Company"
          and "--Business of the Bank".)

     23   Consent of Independent Auditors.

(b)  Reports on Form 8-K.

     None.

----------------------------
*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form SB-2 (33-80557)  declared  effective by the Commission on February 12,
     1996.
**   Incorporated  by reference to the  Registrant's  Proxy Statement filed with
     the Commission on December 27, 1996.

                                       22
<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, thereto duly authorized.


                                   CRAZY WOMAN CREEK BANCORP INCORPORATED



                                   By:/s/ Deane D. Bjerke
                                      ----------------------------------
                                      Deane D. Bjerke
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)


         In accordance  with the  requirement of the Securities  Exchange Act of
1934,  this Report has been signed below by the  following  persons on behalf of
the Registrant in the capacities and on the dates indicated.


/s/Deane D. Bjerke                        /s/John B. Snyder
-------------------------------------     ------------------------------
Deane D. Bjerke                           John B. Snyder
President and Chief Executive Officer     Vice President and
(Principal Executive Officer)             Chief Financial Officer
Dated:  December 21, 2001                 (Principal Financial
                                          and Accounting Officer)
                                          Dated:  December 21, 2001


/s/Richard Reimann                        /s/Douglas D. Osborn
-------------------------------------     ------------------------------
Richard Reimann                           Douglas D. Osborn
Chairman of the Board                     Director
Dated:  December 21, 2001                 Dated:  December 21, 2001


/s/Greg L. Goddard                        /s/Thomas J. Berry
-------------------------------------     ------------------------------
Greg L. Goddard                           Thomas J. Berry
Director                                  Director
Dated:  December 21, 2001                 Dated:  December 21, 2001


/s/Sandra K. Todd
-------------------------------------
Sandra K. Todd
Director
Dated:  December 21, 2001