EXHIBIT 13



<PAGE>


                            CRAZY WOMAN CREEK BANCORP
                                  INCORPORATED




     -----------------------------------------------------------------------
                               1997 ANNUAL REPORT









<PAGE>




                     CRAZY WOMAN CREEK BANCORP INCORPORATED
                               1996 ANNUAL REPORT

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                                TABLE OF CONTENTS
--------------------------------------------------------------------------------




Letter to Stockholders.......................................................  1

Corporate Profile and Stock Market Information...............................  2

Financial Highlights.........................................................  3

Management's Discussion and Analysis of
  Financial Condition and Results of Operations..............................  4

Report of Independent Auditors .............................................. 13

Consolidated Balance Sheets.................................................. 14

Consolidated Statements of Income............................................ 15

Consolidated Statements of Change in Stockholders' Equity.................... 16

Consolidated Statements of Cash Flows........................................ 17

Notes to Consolidated Financial Statements................................... 18










<PAGE>

CRAZY WOMAN                        [LOGO]
CREEK BANCORP


To Our Stockholders:


The  Directors  and  Officers of Crazy Woman Creek  Bancorp,  Inc.  are proud to
present our second annual report since  becoming a public company in March 1996.
Since completing our conversion,  the focus of our board and management has been
to enhance shareholder value through customer growth, a strong dividend program,
and the  repurchase  of  outstanding  shares.  Due to the  efforts of the board,
management,   and  staff,  growth  did  occur  in  both  loan  originations  and
investments.  Dividends were paid  quarterly at the rate of $.10 per share,  and
14% of the outstanding shares were repurchased.

We were pleased to see continued  growth in both our loan  originations  and our
investment  portfolio.  Asset size increased from $51.5 million in 1996 to $59.9
million at September 30, 1997.  For the year, net earnings were $691,000 or $.73
per share  compared  to net income in 1996 of  $355,000  or $.36 per share.  Net
income during 1996 was adversely  affected by a one-time  special  assessment of
$187,000 to recapitalize the Savings Association Insurance Fund.

As we begin 1998,  management  will focus on both  growth in  deposits  and loan
originations. We will remain cognizant of our goal of providing personal service
to both our customers and shareholders. Management will be continually analyzing
products and services  that will benefit our  customers  and serve the financial
needs of our community.

We wish to assure our fellow  shareholders that we appreciate your investment in
the Corporation.  The board and management will continue to work to increase the
value of your investment.


Sincerely,


/s/ Deane D. Bjerke
Deane D. Bjerke
President

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              106 Fort Street P.O. Box 1020 Buffalo, Wyoming 82834
                    Phone (307) 684-5591 Fax (307) 684-7854

<PAGE>



                     CRAZY WOMAN CREEK BANCORP INCORPORATED

Corporate Profile

Crazy Woman Creek Bancorp Incorporated (the "Company") is the parent company for
Buffalo Federal Savings Bank ("Buffalo Federal" or the "Bank"). The Company is a
savings and loan holding  company which,  under existing laws, is not restricted
in the types of  activities in which it can engage.  At the present time,  since
the Company does not conduct any active business, the Company does not intend to
employ any persons  other than  officers  but  utilizes  the  support  staff and
facilities of the Bank from time to time.

Buffalo Federal is a  federally-chartered  stock savings bank  headquartered  in
Buffalo, Wyoming, which was originally chartered in 1932 under the name "Buffalo
Building and Loan Association." Deposits are insured up to the maximum allowable
by the  Federal  Deposit  Insurance  Corporation  (the  "FDIC").  The  Bank is a
community oriented savings institution  offering a variety of financial services
to meet the needs of the communities  that it serves.  Buffalo Federal  conducts
its business from its office in Buffalo, Wyoming.

Buffalo  Federal  attracts  deposits  from the  general  public  and  uses  such
deposits,  together with borrowings and other funds,  primarily to originate and
fund loans  secured by first  mortgages on  owner-occupied,  one-to-four  family
residences  in its market  area.  The Bank also makes home equity  loans,  loans
secured  by  deposits,  automobile  loans  and  personal  loans and  invests  in
municipal obligations, mortgages-backed securities, and other investments.

Stock Market Information

Since its issuance in March 1996, the Company's  common stock has been traded on
the Nasdaq SmallCap Market under the symbol "CRZY." The following table reflects
the stock price during the periods as reported by Nasdaq.

                                                    HIGH      LOW
                                                  ------     ------
July 1, 1997 - September 30, 1997                 $15.50     $13.25
April 1, 1997 - June 30, 1997                      13.75      13.00
January 1, 1997 - March 31, 1997                   14.25      11.88
October 1, 1997 - December 31, 1997                12.00      11.50
July 1, 1996 - September 30, 1996                  11.50      10.00
April 1, 1996 - June 30, 1996                      11.00      10.00


Quotations  reflect  inter-dealer  prices without retail  mark-up,  mark-down or
commission,   and  may  not  represent  actual   transactions.   The  number  of
shareholders   of  record  of  common  stock  as  of  December  11,  1997,   was
approximately 240.  This  does not reflect the number of persons or entities who
held stock in nominee or "street"  name  through  various  brokerage  firms.  At
December 11, 1997, there were 954,845 shares  outstanding.  On January 16, 1997,
April 16,  1997,  July 16, 1997, and on October 16, 1997  dividends  of $.10 per
share were paid.

The Company's ability to pay dividends to stockholders is dependent in part upon
the dividends it receives from the Bank.  The Bank may not declare or pay a cash
dividend  on any of its stock if the  effect  thereof  would  cause  the  Bank's
regulatory  capital  to be  reduced  below  (1)  the  amount  required  for  the
liquidation  account  established in connection with the Bank's  conversion from
mutual to stock form, or (2) the regulatory capital  requirements imposed by the
Office of Thrift Supervision ("OTS").

                                      - 2 -

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
-----------------------------------------------------------------------------------------------------------------------------------
At or for the Year Ended September 30,                       1997              1996           1995           1994           1993
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>            <C>            <C>            <C>    
Loans receivable, net...........................           $28,636           $25,859        $23,006        $22,503        $19,642
Mortgage-backed securities......................             3,644             4,228          3,148          2,473          6,377
Investment securities...........................             5,365             6,075          6,806          5,385          3,519
Investment and mortgage-backed
  securities available for sale.................            19,155            13,365(1)       2,230          2,276             --
Assets..........................................            59,952            51,517(1)      37,510         35,751         32,738
Deposits........................................            29,506            29,371         28,209         28,980         26,322
FHLB advances...................................            15,700             6,113          3,183          1,095          1,257
Total stockholders' equity......................            14,210            15,508(1)       5,857          5,449          4,997
Interest income.................................             3,940             3,274(1)       2,722          2,505          2,482
Interest expense................................             1,983             1,702          1,455          1,143          1,256
Net interest income.............................             1,957             1,572          1,267          1,362          1,226
Provision for loan losses (loan loss benefit)...                --                 -             42           (10)            117
Net income......................................               691            355(2)            352            502       $    488
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
OTHER SELECTED DATA
----------------------------------------------------------------------------------------------------------------------------------
At or for Year Ended September 30,                            1997           1996             1995            1994           1993
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>                <C>            <C>            <C>   
Return on average assets (net income
  divided by average total assets)(2).............            1.28%          0.80 %            0.96 %         1.48 %         1.51 %
Return on average equity (net income
  divided by average equity)(1)(2)................            4.74 %         3.07 %            6.10 %          9.3 %        10.13 %
Average interest-earning assets to average   
  interest-bearing liabilities(1).................          136.86 %       133.47 %          117.59 %       117.23 %       115.35 %
Net interest income after provision for
  loan losses, to average assets..................            3.63 %         3.47 %            3.35 %         4.04 %         3.43 %
Net interest rate spread..........................            2.32 %         2.26 %            2.84 %         3.53 %         3.30 %
Average equity to average assets ratio
  (average equity divided by average
  total assets)(1)................................           27.07 %        25.50 %           15.76 %        15.74 %        14.89 %
Equity to assets at period end(1).................           23.70 %        30.10 %           15.61 %        15.24 %        15.26 %
Non-performing assets to total assets.............            0.38 %         0.06 %            0.33 %         0.38 %         3.28 %
Non-performing loans to net loans.................            0.79 %         0.12 %            0.30 %         0.08 %         4.72 %
Allowance for loan losses, REO and other
  repossessed assets to non-performing
  assets..........................................          134.22 %       862.50 %          223.58 %       151.09 %        29.08 %
Allowance for loan losses to total
  loans, net......................................            1.09 %         1.06 %            1.18 %         0.91 %         1.56 %
Net charge-offs (recoveries) to loans
 receivable.......................................           (0.09)%        (0.01)%           (0.11)%         0.41 %         0.11 %
Earnings per share(3).............................         $  0.73         $ 0.36               n/a           n/a             n/a
Book value per share(3)...........................         $ 14.88         $14.66               n/a           n/a             n/a
</TABLE>

-------------------------------------
(1)   The change in fiscal 1996 is primarily due to the conversion from a mutual
      to a stock company in March 1996.
(2)   Includes a one time  assessment  in fiscal year 1996 to  recapitalize  the
      SAIF.
(3)   There  were  no  shares  outstanding  prior  to  the  consummation  of the
      Company's initial public offering on March 29, 1996.

                                      - 3 -

<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

         The Company was formed in 1995 and acquired control of the Bank through
a  mutual-to-stock  conversion  that was  consummated  on March  29,  1996.  The
Company's  assets are  comprised  of its  investment  in the Bank,  loans to the
Bank's  Employee Stock  Ownership Plan ("ESOP") and the Bank, and shares held in
three mutual funds.  The Bank's net earnings are dependent  primarily on its net
interest income,  which is the difference  between interest income earned on its
interest-earning   assets  and  interest   expense   paid  on   interest-bearing
liabilities.  For the year ended  September 30, 1997, the Bank's interest income
was $3.94 million,  or  approximately  98.4% of gross earnings  (e.g.,  interest
income and non-interest  income). The Bank's interest rate spread is affected by
regulatory, economic and competitive factors that influence interest rates, loan
demand and deposit flows.  To a lesser extent,  the Bank's net earnings also are
affected  by the level of  non-interest  income,  which  primarily  consists  of
service  charges and other  operating  income.  In  addition,  net  earnings are
affected by the level of non-interest (general and administrative) expenses.

         The  operations  of  the  Bank  and  the  entire  thrift  industry  are
significantly  affected by prevailing economic  conditions,  competition and the
monetary  and  fiscal  policies  of  the  federal  government  and  governmental
agencies.  Lending  activities  are  influenced  by the demand for and supply of
housing,  competition  among  lenders,  the  level  of  interest  rates  and the
availability  of funds.  Deposit  flows and  costs of funds  are  influenced  by
prevailing market rates of interest, primarily on competing investments, account
maturities,  and the levels of personal  income and savings in the Bank's market
area.

Asset/Liability Management and Interest Rate Risk

         For the year ended  September  30, 1997,  the Bank's net interest  rate
spread was 2.32%.  An asset or liability  is interest  rate  sensitive  within a
specific  time period if it will mature or reprice  within that time period.  If
the Bank's assets mature or reprice more quickly or to a greater extent than its
liabilities,  the Bank's net portfolio  value and net interest income would tend
to increase  during periods of rising interest rates but decrease during periods
of falling interest rates. If the Bank's assets mature or reprice more slowly or
to a lesser extent than its liabilities,  the Bank's net portfolio value and net
interest  income would tend to decrease  during periods of rising interest rates
but increase  during periods of falling  interest  rates.  The Bank's policy has
been to mitigate  the  interest  rate risk  inherent in the  historical  savings
institution  business  of  originating  long-term  loans  funded  by  short-term
deposits by pursuing certain  strategies  designed to decrease the vulnerability
of its earnings to material and prolonged changes in interest rates.

         The Bank is subject to  significant  interest  rate risk as a result of
its historical  emphasis on the  origination for portfolio of fixed-rate one- to
four-family  mortgage  loans.  In order  to  reduce  the  Bank's  interest  rate
sensitivity,  however, management has attempted to shorten the maturities of the
Bank's assets and lengthen the maturities of its liabilities,  while maintaining
asset  quality.  This  strategy  has been  implemented  by (i)  emphasizing  the
origination  for portfolio of 15-and 20-year  fixed-rate  mortgage  loans;  (ii)
originating  30-year fixed-rate mortgage loans for sale in the secondary market;
(iii) offering  adjustable rate home equity and shorter-term  installment loans;
(iv) emphasizing the solicitation and retention of core deposits and lengthening
the average  maturity of deposits by adopting a tiered  pricing  program for its
certificates of deposit (offering higher rates on longer term certificates); (v)
purchasing  for its own portfolio  adjustable-rate  mortgage-backed  securities,
(vi)  investing in short- and  intermediate-term  investment  securities,  (vii)
emphasizing the origination of adjustable-rate mortgage loans; (viii) managing

                                      - 4 -

<PAGE>



deposit  interest rates;  and (ix) utilizing FHLB advances to facilitate  growth
and lengthen liabilities.  These measures, while significant, may only partially
offset the Bank's  interest  rate risk.  Furthermore,  the Bank  believes it has
sufficient capital to accept a certain degree of interest rate risk.

         To  monitor  the Bank's  interest  rate  risk,  the Bank also  utilizes
quarterly  reports by the OTS which  measure  the Bank's  interest  rate risk by
modeling the change in the Bank's net portfolio  value ("NPV") over a variety of
interest  rate  scenarios.  NPV is defined as the present value of expected cash
flows from assets,  liabilities and off-balance  sheet  contracts.  Based on the
September  30,  1997  report,  the Bank had a  greater  than  "normal"  level of
interest rate risk. See also "- Impact of Inflation and Changing Prices."

         The Bank's Board of Directors  is  responsible  for revising the Bank's
asset  and  liability  policies.   The  Bank's  management  is  responsible  for
administering  the policies and  determinations  of the Board of Directors  with
respect to the Bank's asset and liability goals and strategies.

Analysis of Net Interest Income

         Average Balances,  Interest, Yields and Rates. The following table sets
forth certain  information  relating to the Company's  average balance sheet and
reflects  the average  yield on assets and average cost of  liabilities  for the
periods  indicated and the average yields earned and rates paid. Such yields and
costs are derived by dividing income or expense by the average balance of assets
or liabilities,  respectively,  for the periods presented.  Average balances are
derived from  month-end  balances.  Management  does not believe that the use of
month-end  balances  instead of daily  average  balances has caused any material
differences in the information  presented.  The table also presents  information
for the periods and at the date indicated with respect to the difference between
the average  yield  earned on  interest-earning  assets and average rate paid on
interest-bearing   liabilities,   or  "interest   rate  spread,"  which  savings
institutions have traditionally  used as an indicator of profitability.  Another
indicator of an institution's  net interest income is its "net interest margin,"
which  is  its  net  interest   income   divided  by  the  average   balance  of
interest-earning  assets.  When  interest-earning  assets  approximate or exceed
interest-bearing  liabilities,  any positive  interest rate spread will generate
net interest income.

                                      - 5 -

<PAGE>

<TABLE>
<CAPTION>

                                  At September 30,                    Year Ended September 30,
                                  ---------------- ----------------------------------------------------------------
                                        1997                    1997                            1996
                                     ---------     -------------------------------   ------------------------------
                                                   Average              Average      Average              Average
                                      Yield/Cost   Balance    Interest  Yield/Cost    Balance  Interest  Yield/Cost
                                      ----------   --------   --------  ----------   --------  --------  ----------
                                                                           (Dollars in Thousands)
<S>                                      <C>        <C>        <C>      <C>         <C>       <C>         <C>  
Interest-earning assets:                           
 Loans receivable(1)..............       8.11%      $27,469    $2,277     8.29%     $24,675   $2,043        8.28%
                                                   
 Mortgage-backed securities.......        7.01        3,982       264      6.63       4,052      263         6.49
 Investment securities(2).........        6.02        6,449       384      5.95       7,937      487         6.14
 Securities available for sale....        6.61       14,396       976      6.78       7,183      452         6.29
 Other interest-earning assets....        7.00          523        39      7.46         384       29         7.55
                                                    -------    ------               -------   ------
  Total interest-earning assets...        7.16       52,819     3,940      7.46      44,231    3,274         7.40
                                                    -------    ------               -------   ------
                                                   
Non-interest-earning assets.......                    1,042                           1,072
                                                    -------                         -------
  Total assets....................                  $53,861                         $45,303
                                                    =======                         =======
                                                   
Interest-bearing liabilities:                      
  Interest checking...............        4.00        6,395       248      3.88       5,675      215         3.79
  Time Deposits/Passbook..........        5.42       22,105     1,175      5.32      22,627    1,224         5.41
                                                    -------    ------               -------   ------
  Total deposit accounts..........        5.04       28,500     1,423      4.99      28,302    1,439         5.08
  FHLB advances...................        5.81       10,094       560      5.55       4,837      263         5.44
                                                    -------    ------               -------   ------
   Total int.-bearing liabilities.        5.31      $38,594    $1,983      5.14     $33,139   $1,702         5.14
                                                    -------     -----               -------   ------
                                                   
Non-interest-bearing liabilities:.                      685                             613
                                                    -------                         -------
 Total liabilities................                  $39,279                         $33,752
                                                    -------                         -------
 Total equity.....................                   14,582                          11,551
                                                    -------                         -------
 Total liabilities and equity.....                  $53,861                         $45,303
                                                    =======                         =======
Net interest income...............                             $1,957                         $1,572
                                                               ======                         ======
Interest rate spread..............                                        2.32%                             2.26%
                                                                          ====                              ====
Net interest margin...............                                        3.71%                             3.55%
                                                                          ====                              ====
Ratio of average interest-                         
 earning assets to average                         
 interest-bearing liabilities.....                                      136.86%                           133.47%
                                                                        ======                            ======

</TABLE>


---------------------------------
(1)   Average  balances  include  non-accrual  loans, and are net of reserve for
      loan losses and deferred loan fees.
(2)   Includes interest-bearing deposits in other financial institutions.

                                      - 6 -

<PAGE>

         Rate/Volume  Analysis.  The table below sets forth certain  information
regarding changes in interest income and interest expense of the Company for the
periods   indicated.   For  each   category  of   interest-earning   assets  and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume (changes in average volume  multiplied by old rate);  (ii)
changes in rates  (changes  in rate  multiplied  by old average  volume);  (iii)
changes in  rate-volume  (changes  in rate  multiplied  by the change in average
volume).

<TABLE>
<CAPTION>
                                                        Year Ended September 30,
                                         ------------------------------------------------------
                                                             1997 vs. 1996
                                         ------------------------------------------------------
                                                          Increase (Decrease)
                                                                Due to
                                         ------------------------------------------------------
                                           Rate/                          Rate/
                                          Volume           Rate           Volume           Net
                                         --------         -------       ----------       -------
                                                              (In Thousands)
<S>                                       <C>            <C>              <C>             <C>  
Interest income:
 Loans receivable................         $ 232          $    2           $  --           $ 234
 Mortgage-backed securities......            (5)              6              --               1
 Investment securities...........           (91)            (15)              3            (103)
 Securities available for sale...           454              35              35             524
 Other interest-earning assets...            10              --              --              10
                                          -----          ------           -----           -----
  Total interest-earning assets..         $ 600          $   28           $  38           $ 666
                                          =====          ======           =====           =====

Interest expense:
 Deposit accounts................         $  10          $  (26)          $  --           $ (16)
 FHLB advances...................           286               5               6             297
                                          -----          ------           -----           -----
   Total interest-bearing
    liabilities..................         $ 296          $  (21)          $   6           $ 281
                                          =====          ======           =====           =====

Net change in net interest
income...........................         $ 304          $   49           $  32           $ 385
                                          =====          ======           =====           =====
</TABLE>


Financial Condition

         The Company's  assets increased by $8.43 million from $51.52 million at
September 30, 1996 to $59.95 million at September 30, 1997. The growth in assets
was  primarily  attributed  to an  increase  in  net  loans  receivable  and  in
investment and mortgage-backed  securities  available for sale. Asset growth was
primarily  funded through a $9.59 million  increase in advances from the FHLB of
Seattle.

         The  Company's  net  investment  in  investment   and   mortgage-backed
securities  available for sale increased by $5.79 million from $13.36 million at
September 30, 1996 to $19.15 million at September 30, 1997 as the Company sought
to invest excess funds in  higher-yielding  assets.  Meanwhile,  investment  and
mortgage-backed  securities  held to maturity  decreased by $1.29 million due to
maturities  and  the  Company's   decision  to  invest  in  available  for  sale
investments.

         The Company  continues to experience  loan growth.  From  September 30,
1996 to September 30, 1997 net loans receivable increased from $25.86 million to
$28.64 million,  representing an increase of $2.78 million or 10.8%. Residential
real estate loans accounted for 65.5% of the growth while commercial real estate
loans  accounted for 25.5% of the growth.  The  remaining  balance of the growth
occurred in consumer and commercial loans.


                                      - 7 -

<PAGE>

         Deposits  increased by $135,000  from $29.37  million at September  30,
1997 to $29.51 million at September 30, 1997. Interest-bearing checking accounts
(NOW and money market  checking)  increased by $1.09 million while  passbook and
certificates  of  deposits  declined by  $858,000.  Business  checking  showed a
decline of $97,000 for the period.

         The Company continued to increase its level of borrowings from the FHLB
of  Seattle  from $6.11  million  at  September  30,  1996 to $15.70  million at
September 30, 1997. This represents an increase of $9.59 million.  FHLB advances
were primarily  used to fund loan  originations  and to purchase  investment and
mortgage-backed  securities  available  for  sale.  The  Company  utilizes  FHLB
advances to take advantage of investment  opportunities with the goal of earning
income  on the  interest  rate  differential  between  the  yield  earned on the
investments  and the rate paid on the FHLB  advances.  The terms of the advances
are generally matched with the purchased investments.

         Total  stockholders'  equity  declined  by $1.30  million  from  $15.51
million at September 30, 1996 to $14.21  million at September 30, 1997 primarily
as a result of stock  repurchases.  After  obtaining  regulatory  approval,  the
Company repurchased a total of 103,155 shares of its common stock in January and
April of this year. The purchases  totaled $1.36  million.  In addition to these
stock  acquisitions,  the Bank's  restricted  stock plan purchased an additional
42,320 shares of the Company's  common stock for allocation.  The stock plan was
approved  by  stockholders  at a  special  meeting  held  on  October  2,  1996.
Stockholders'  equity was  further  reduced by cash  dividends  declared  during
fiscal year 1997. These dividends totaled $0.40 per share or $381,996.

Non-performing Assets

         Non-performing  assets totaled  $225,000 at September 30, 1997 or 0.38%
of total  assets  compared  to $32,000 at  September  30, 1996 or 0.06% of total
assets.  Non-performing  assets  are  primarily  comprised  of loans  secured by
residential  real estate.  Included in  non-performing  loans, is a $70,000 loan
secured by a convenience/restaurant facility. At September 30, 1997, the Company
did not have any repossessed properties.

Comparison of Results of Operations  for the Years Ended  September 30, 1997 and
1996

         Net Income.  For the year ended  September 30, 1997 the Company  posted
net income of $691,000  or $.73 per share  compared to net income of $355,000 or
$.36 per share for the year ended  September 30, 1996.  Net income was higher in
1997 than in 1996 due to several one-time charges that were taken in 1996. These
charges  included a one-time  special  assessment  to  recapitalize  the Savings
Association  Insurance Fund ("SAIF") in the amount of $187,000 and approximately
$63,000 in costs associated with the Bank's change in data processing providers.
Excluding the assessment and data processing costs, net income of $520,000 would
have been recognized in 1996. Net income was also higher in 1997 because average
earning assets were higher in 1997 than in 1996 because the Company had full use
of the net proceeds  received from the Company's initial stock offering that was
consummated in 1996; net proceeds were only available for deployment for half of
fiscal 1996.

         Net Interest  Income.  Net interest  income  increased by $385,000 from
$1.57  million for the year ended  September  30, 1996 to $1.96  million for the
year ended September 30, 1997. The increase in net interest income was primarily
attributed  to an increase in the ratio of interest  earning  assets to interest
bearing  liabilities.  This ratio  increased  from  133.47% for the twelve month
period  ended  September  30, 1996 to 136.86% for the same period in 1997.  Also
contributing  to the  increase  in net  interest  income was an  increase in the
interest rate spread from 2.26% for the twelve month period ended  September 30,
1996 to 2.32% for the twelve month period ended September 30, 1997.

                                      - 8 -

<PAGE>




         Interest Income. Total interest income increased by $666,000 from $3.27
million  for the year ended  September  30,  1996 to $3.94  million for the year
ended September 30,1997. The increase in interest income was primarily caused by
an increase in the volume of average  interest earning assets from 1996 to 1997.
For the twelve month period ended September 30, 1996,  average  interest earning
assets totaled $44.23 million  compared to $52.82 million for the same period in
1997. This increase in volume caused interest income to increase by $600,000 for
the periods covered.

         An increase in the yield on average  earning  assets from 7.40% for the
twelve  month period  ended  September  30, 1996 to 7.46% for the same period in
1997 caused interest income to increase by approximately $28,000.

         Interest  Expense.  Interest  expense  increased by $281,000 from $1.70
million  for the year ended  September  30,  1997 to $1.98  million for the year
ended 1997 primarily as a result of an increase in average FHLB  advances.  Such
average advances  increased from $4.84 million for the twelve month period ended
September 30, 1996 to $10.09 million for the twelve month period ended September
30,  1997.  This  increase  in volume  caused  interest  expense to  increase by
$286,000.  Meanwhile,  average  interest  bearing  deposits  only  increased  by
$198,000 for the periods covered  contributing to a $10,000 increase in interest
expense.

         A decline in the cost of interest  bearing  deposits from 5.08% for the
twelve  month  period  ended  September  30, 1996 to 4.99% for the twelve  month
period ended September 30, 1997 helped reduce interest  expense by approximately
$26,000.  A slight  increase in the cost of FHLB  advances from 5.44% in 1996 to
5.55% in 1997  accounted for a $5,000  increase in interest  expense.  The total
cost of  interest  bearing  liabilities  of 5.14%  was the same in both 1997 and
1996.

         Provision for Loan Losses.  No provisions  for loan losses were made in
either 1997 or in 1996. In 1997,  recoveries  totaled $30,000 while  charge-offs
totaled  $4,000.  Loan  recoveries  were also greater than  charge-offs  in 1996
resulting  in a net  increase  to loan loss  reserves  of  $1,000.  Management's
periodic evaluation of the adequacy of the allowance is based on factors such as
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, current and prospective economic conditions,
and independent  appraisals.  Any increase or decrease in the provision for loan
losses  has a  corresponding  negative  or  positive  effect on net  income.  At
September 30, 1997, the allowance  represented  1.04% of net loans receivable as
compared to 1.06% of loans receivable at September 30, 1996.

         Assessment of the adequacy of the allowance for credit losses  involves
subjective  judgments  regarding  future  events,  and  thus,  there  can  be no
assurance that  additional  provisions for credit losses will not be required in
future periods.

         Non-Interest  Income.  Non-interest  income  declined  by $53,000  from
$117,000  for the year ended  September  30,  1996 to $74,000 for the year ended
September  30,  1997  primarily  due to a  reduction  in the  gain  on  sale  of
investment  securities and other real estate owned.  In 1996, such gains totaled
$44,000.  Meanwhile in 1997, a net loss on the sale of investment  securities of
$10,000 was recognized  while no other real estate owned sales  occurred.  There
were no significant  changes in the other components of non-interest income from
1996 to 1997.

         Non-Interest  Expense.  The Company  experienced a $193,000  decline in
non-interest expense from $1.18 million for the year ended September 30, 1996 to
$989,000 for the year ended September 30, 1997. Non-interest expense was less in
1997 than in 1996 primarily due to certain one-time charges

                                      - 9 -

<PAGE>



that were  recognized  in 1996.  These  charges  comprised  a $187,000  one-time
special assessment to recapitalize the SAIF and a $34,000 charge from the Bank's
prior data  processor to  de-convert  the Bank's data.  Also  included in 1996's
non-interest  expenses  were $29,000 in other costs  associated  with the Bank's
change in data processing providers.

         Compensation  and benefit  expense  was $86,000  higher in 1997 than in
1996 primarily as a result of costs  associated  with the Bank's  Employee Stock
Ownership  Plan ("ESOP") and Management  Stock Bonus Plan ("MSBP").  General pay
increases in 1997 also caused compensation expense to increase.

         Insurance  premiums paid to the Federal Deposit  Insurance  Corporation
(the "FDIC")  declined by $40,000 from $67,000 to the year ended  September  30,
1996 to  $27,000  for the year  ended  September  30,  1997 due to a drop in the
premium charged by the FDIC. Also included in 1997's  non-interest  expense were
$4,000 in losses resulting from the abandonment of obsolete equipment.

         Other operating expenses and advertising expense were $27,000 higher in
1997  than in  1996.  Included  in 1997  other  operating  expenses  were  costs
associated with the preparation and mailing of documents for the Company's first
annual meeting. These costs were not present in 1996.

         A  significant  amount of national  attention  has been directed at the
possible  problems  that may occur with  computer  programs and data  processing
systems when they start  utilizing  the year 2000 in data fields.  Many computer
programs that can only  distinguish  the final two digits of the year entered (a
common  programming  practice in earlier years) are expected to read entries for
the  year  2000  as  the  year  1900  and  incorrectly  calculate  interest  and
delinquency  dates.  Rapid and  accurate  data  processing  is  essential to the
operations of the Company.  Accordingly,  the Company has adopted an action plan
to  identify  all areas  that may be  affected  by the  change to the year 2000.
Furthermore,  the plan requires that each data processing and software  provider
be  "certified"  year 2000  compliant by December 31, 1998.  The majority of the
Company's data is processed by a third party service bureau.  The service bureau
of the Company has notified  the Company that it will be year 2000  compliant by
December 31, 1997.  The balance of the Company's  data  processing  and software
providers  have stated that they are or will be year 2000  compliant by December
31, 1998. If the Company's  service  bureau is unable to resolve this  potential
problem in time, the Company would likely experience significant data processing
delays,  mistakes or failures.  These delays,  mistakes or failures could have a
significant  adverse impact on the financial  condition and results of operation
of the Company

         Income Taxes. The effective tax rates for 1997 and 1996 were 33.10% and
32.70%, respectively. There is no state income tax imposed on the Company.

Liquidity and Capital Resources

         The Bank is  required to maintain  minimum  levels of liquid  assets as
defined by OTS  regulations.  This  requirement,  which varies from time to time
depending upon economic conditions and deposit flows, is based upon a percentage
of deposits and short term borrowings. The required liquidity ratio currently is
5.0% and the Bank's  liquidity  ratio  average was 13.14% at September  30, 1997
compared to 18.88% at September 30, 1996.

         The  Bank's  primary  sources  of funds are  deposits,  prepayment  and
amortization of loans and mortgage-backed  securities,  maturities of investment
securities,  earnings  from  operations,  and advances from the FHLB of Seattle.
While scheduled principal  repayments are greatly influenced by general interest
rates, economic conditions,  competition and other factors, the Bank manages the
pricing of its

                                     - 10 -

<PAGE>



deposits to maintain  desired levels and invests in short-term  interest-earning
assets, which provide liquidity to meet its lending requirements.

         During  the years  ended  September  30,  1997 and  1996,  the Bank had
positive net cash flows of $731,000 and $444,000 from  operating  activities and
$7.46 million and $13.55 million from financing  activities,  respectively.  The
Company,  however,  experienced  negative  net cash flows of $7.45  million  and
$13.81 million, respectively, from investing activities.

         The primary  investing  activities of the Bank are the  origination  of
fixed-rate  mortgages with  maturities of less than 20 years and the purchase of
investment securities. During fiscal 1997 and 1996, the Bank originated mortgage
loans  in the  amounts  of  $10.01  million  and  $8.91  million,  respectively.
Reflected in 1996's investment and financing activities were the receipt and use
of funds  received  from the stock  offering that was  consummated  on March 29,
1996. The proceeds from the sale of stock along with additional  borrowings from
the  FHLB of  Seattle  were  used  to fund  such  investment  activities  as the
origination  of loans and the purchase of  investment  securities  available for
sale.  In 1997,  the Company  continued  its practice of using FHLB  advances to
purchase investment securities available for sale.

         Net income,  adjusted for the non-cash and non-operating items, was the
primary source of cash flows from  operating  activities in both fiscal 1997 and
1996.

         During fiscal 1997 and 1996,  investing  activities  used $7.45 million
and $13.81 million,  respectively,  primarily to purchase investment  securities
and to fund the  origination of loans.  This use of cash was offset  somewhat by
maturities and calls of investment  securities and the repayment of principal on
loans.

         Changes in cash flows from  financing  activities  during these periods
have  primarily  been  related to  changes in  deposits  and  borrowings,  stock
repurchases  in 1997 as well as  completion of the stock  offering in 1996.  The
primary  financing  activities of the Bank are borrowing  funds from the FHLB of
Seattle and the  attraction  of  deposits.  During  fiscal  year 1997,  deposits
increased  $135,000.  The Bank also  supplements its deposits with advances from
the FHLB of  Seattle to manage  interest  rate  risks and to take  advantage  of
investment  opportunities  with the goal of earning  income on the interest rate
differential  between the yield earned on the  investments  and the rate paid on
the advances.  During fiscal 1997,  FHLB  advances  increased by $9.59  million.
Additional FHLB advances were used to purchase investment securities and to fund
loan originations.  Generally,  the cost of advances is greater than the cost of
deposits.

         The Bank  anticipates  that it will have sufficient  funds available to
meet its current commitments. At September 30, 1997, the Bank had commitments to
originate  loans of  $104,000.  Certificates  of  deposit  and State of  Wyoming
deposits  which are  scheduled to mature in less than one year at September  30,
1997  totalled  $13.42  million.  Based  on  historical  experience,  management
believes that a significant portion of such deposits will remain with the Bank.

Impact of Inflation and Changing Prices

         The  financial  statements  of the Bank and  notes  thereto,  presented
elsewhere  herein,  have been prepared in  accordance  with  generally  accepted
accounting  principles,  which require the measurement of financial position and
operating results in terms of historical dollars without  considering the change
in the relative  purchasing  power of money over time and due to inflation.  The
impact of inflation is reflected in the increased cost of the Bank's operations.
Unlike most industrial  companies,  nearly all the assets and liabilities of the
Bank are monetary.

                                     - 11 -

<PAGE>




         As a  result,  interest  rates  have a  greater  impact  on the  Bank's
performance  than do the effects of general levels of inflation.  Interest rates
do not necessarily move in the same direction or to the same extent as the price
of goods and services.

         The  Company's  subsidiary,  the Bank,  is a  traditional  thrift  that
primarily  originates and holds long-term home loans.  These loans are primarily
funded with short-term deposits.  Because of this mismatch, the Bank's financial
condition  and results of operation  may be  adversely  affected by a sudden and
prolonged increase in interest rates. See also "-  Asset/Liability  and Interest
Rate Risk."



                                     - 12 -

<PAGE>

KPMG Peat Marwick LLP
     1000 First Interstate
     401 N. 31st Street
     P.O. Box 7108
     Billings, MT  59103





                          Independent Auditors' Report
                          ----------------------------



The Board of Directors and Stockholders
Crazy Woman Creek Bancorp Incorporated:

We have  audited the  accompanying  consolidated  balance  sheets of Crazy Woman
Creek Bancorp Incorporated and subsidiary as of September 30, 1997 and 1996, and
the related consolidated  statements of income,  stockholders'  equity, and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Crazy Woman Creek
Bancorp  Incorporated  and subsidiary as of September 30, 1997 and 1996, and the
results of their  operations  and their cash flows for the years then ended,  in
conformity with generally accepted accounting principles.


                                        KPMG Peat Marwick LLP


November 1, 1997
Billings, Montana



Member Firm of 
Klyveld Peat Marwick Goerdeler


                                     - 13 -
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                           Consolidated Balance Sheets

                           September 30, 1997 and 1996
<TABLE>
<CAPTION>

                              Assets                                                  1997                 1996
                              ------                                           ---------------      ---------------

<S>                                                                           <C>                   <C>    
Cash and cash equivalents                                                     $      1,193,775              451,445
Interest bearing deposits                                                               99,000               99,000
Investment and mortgage-backed securities available-for-sale                        19,154,984           13,364,698
Investment and mortgage-backed securities held-to-maturity (estimated
     market value of $9,066,836 in 1997 and $10,180,716 in 1996)                     9,009,175           10,302,645
Stock in Federal Home Loan Bank of Seattle, at cost                                    801,500              399,900
Loans receivable, net                                                               28,636,220           25,858,760
Accrued interest receivable                                                            558,782              495,750
Premises and equipment, net                                                            443,323              502,055
Other assets                                                                            55,518               42,664
                                                                               ---------------      ---------------
                                                                              $     59,952,277           51,516,917
                                                                                ==============      ===============
               Liabilities and Stockholders' Equity
               ------------------------------------

Liabilities:
     Deposits                                                                 $     29,506,343           29,370,985
     Advances from Federal Home Loan Bank                                           15,700,000            6,113,438
     Advances from borrowers for taxes and insurance                                    54,388               53,427
     Federal income taxes payable                                                      155,103               14,953
     Deferred income taxes                                                             115,346               80,925
     Dividends payable                                                                  95,485              105,800
     Accrued expenses and other liabilities                                            115,273              269,381
                                                                                --------------      ---------------
              Total liabilities                                                     45,741,938           36,008,909

Stockholders' equity:
     Preferred stock, par value $.10 per share, 2,000,000 shares
         authorized; none issued and outstanding                                            -                    -
     Common stock, par value $.10 per share, 5,000,000 shares
         authorized; 1,058,000 issued                                                  105,800              105,800
     Additional paid-in capital                                                     10,041,629           10,027,393
     Unearned ESOP/MSBP shares                                                        (809,272)            (617,143)
     Retained earnings                                                               6,377,093            6,057,879
     Unrealized gain (loss) on securities available-for-sale, net                       77,007              (65,921)
     Treasury stock, shares at cost                                                 (1,581,918)                  -
                                                                                --------------      --------------
              Total stockholders' equity                                            14,210,339           15,508,008
                                                                                --------------      ---------------

                                                                              $     59,952,277           51,516,917
                                                                                ==============      ===============
</TABLE>
See accompanying notes to consolidated financial statements.

                                     - 14 -
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                        Consolidated Statements of Income

                     Years ended September 30, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                      1997                 1996
                                                                                --------------       --------------
<S>                                                                           <C>                    <C>      
Interest income:
     Loans receivable                                                         $      2,277,142            2,043,167
     Mortgage-backed securities                                                        589,004              485,571
     Investment securities                                                           1,001,049              627,593
     Interest bearing deposits                                                           5,047               26,452
     Other                                                                              68,471               90,975
                                                                                --------------       --------------
              Total interest income                                                  3,940,713            3,273,758

Interest expense:
     Deposits                                                                        1,422,732            1,438,562
     Advances from Federal Home Loan Bank                                              560,672              263,155
                                                                                --------------       --------------
              Total interest expense                                                 1,983,404            1,701,717
                                                                                --------------       --------------

              Net interest income                                                    1,957,309            1,572,041
Provision for loan losses                                                                   -                    -
              Net interest income after provision for loan losses                    1,957,309            1,572,041
                                                                                --------------       --------------

Non-interest income:
     Customer service charges                                                           41,803               41,213
     Other operating income                                                             30,015               31,605
     Gain (loss) on sale of securities, net                                             (7,875)              30,198
     Gain on sale of other real estate owned                                                -                13,599
                                                                                --------------       --------------
              Total non-interest income                                                 63,943              116,615
                                                                                --------------       --------------

Non-interest expense:
     Compensation and benefits                                                         526,865              440,771
     Occupancy and equipment                                                           101,091              107,820
     FDIC/SAIF deposit insurance premiums                                               26,703               66,684
     Special assessment by the SAIF                                                         -               186,569
     Advertising                                                                        40,184               37,349
     Data processing services                                                           94,195              150,162
     Other                                                                             199,493              193,036
                                                                                --------------       --------------
              Total non-interest expense                                               988,531            1,182,391
                                                                                --------------       --------------

              Income before income taxes                                             1,032,721              506,265
Income tax expense                                                                     341,826              151,420
                                                                                --------------       --------------

              Net income                                                      $        690,895              354,845
                                                                                ==============       ==============

Net income per share                                                          $            .73                  .36
                                                                                ==============       ==============

Average common and common equivalent shares                                            942,515              995,143
                                                                                ==============       ==============

</TABLE>

See accompanying notes to consolidated financial statements.

                                     - 15 -
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                 Consolidated Statements of Stockholders' Equity

                     Years ended September 30, 1997 and 1996
<TABLE>
<CAPTION>
                                                        Unearned                 Unrealized
                                          Additional      ESOP/                  Securities                   Total
                              Common        paid-in       MSBP       Retained       gain       Treasury   stockholder's
                               stock        capital      shares      earnings    (loss), net     stock       equity
                               -----        -------      ------      --------    -----------     -----       ------
<S>                         <C>         <C>             <C>         <C>            <C>       <C>           <C>       
Balances at September
30, 1995                    $      -            -             -      5,852,134       5,267            -      5,857,401

Net proceeds from
issuance of common stock       99,400    9,392,409            -            -            -             -      9,491,809

Common stock acquired
by ESOP                         6,400      633,600      (640,000)          -            -             -             -

ESOP shares committed
to be released                     -         1,384        22,857           -            -             -         24,241

Change in net
unrealized gain (loss)
on securities
available-for-sale                 -            -             -            -       (17,188)           -        (71,188)

Net income                         -            -             -       354,845           -             -        354,845

Cash dividends declared
($.15 per share)                   -            -             -      (149,100)          -             -       (149,100)
                              -------     --------    ----------     --------      -------     ---------   -----------

Balances at September
30, 1996                      105,800     10,027,393    (617,143)    6,057,879     (65,921)           -     15,508,008

Repurchase of common
stock                              -            -             -            -            -     (1,879,222)   (1,879,222)

MSBP shares granted                -            -       (297,304)          -            -        297,304            -

ESOP shares committed
to be released                     -        14,236        45,714           -            -             -         59,950

MSBP shares vested                 -            -         59,461           -            -             -         59,461

Change in net
unrealized gain (loss)
on securities
available-for-sale                 -            -             -            -       142,928            -        142,928

Net income                         -            -             -       690,895           -             -        690,895

Cash dividends declared
($.40 per share)                   -            -             -      (371,681)          -             -       (371,681)
                              -------   ----------    ----------   ----------      -------     ---------   -----------

Balance at September
30, 1997                    $ 105,800   10,041,629      (809,272)   6,377,093       77,007    (1,581,918)   14,210,339
                              =======   ==========    ==========   ==========      =======   ===========   ===========
</TABLE>



See accompanying notes to consolidated financial statements.


                                     - 16 -
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                     Years ended September 30, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                        1997                 1996
                                                                                  --------------     ----------------
<S>                                                                             <C>                  <C>    
Cash flows from operating activities:
     Net income                                                                 $        690,895              354,845
     Adjustments to reconcile net income to net cash provided by operating
       activities:
         Amortization of:
              Premiums and discounts on securities held-to-maturity, net                   5,673                  358
              Premiums and discounts on securities available-for-sale, net                 7,822               (2,741)
         Federal Home Loan Bank stock dividend                                           (38,600)             (28,900)
         Depreciation                                                                     65,675               78,910
         Loss (gain) on sale of securities                                                 7,875              (30,198)
         Dividends reinvested                                                             (2,060)                  -
         Loss on sale of premises and equipment                                            3,542               21,097
         Gain on sale of other real estate owned                                              -               (13,599)
         ESOP shares committed to be released                                             59,950               24,241
         MSBP compensation expense                                                        59,461                   -
         Change in:
              Accrued interest receivable                                                (63,032)            (138,434)
              Other assets                                                               (12,854)              (9,222)
              Federal income taxes payable                                               140,150              (43,359)
              Deferred income taxes                                                      (39,208)              51,779
              Accrued expenses and other liabilities                                    (154,108)             178,737
                                                                                  --------------     ----------------
                  Net cash provided by operating activities                              731,181              443,514
                                                                                  --------------     ----------------

Cash flows from investing activities:
     Net change in interest bearing deposits                                                  -               594,000
     Purchases of securities available-for-sale                                      (17,384,000)         (12,444,335)
     Maturities of securities available-for-sale                                       5,627,186              206,385
     Sales of securities available-for-sale                                            6,169,448            1,006,339
     Purchases of securities held-to-maturity                                           (410,000)          (6,709,353)
     Maturities and calls of securities held-to-maturity                               1,697,797            6,382,304
     Purchase of FHLB stock                                                             (363,000)                  -
     Origination of loans receivable                                                 (10,005,257)          (8,907,000)
     Repayment of principal on loans receivable                                        7,227,797            6,054,180
     Purchases of premises and equipment                                                 (10,485)             (59,305)
     Proceeds from sale of other real estate owned                                            -                68,710
                                                                                  --------------     ----------------
                  Net cash used in investing activities                               (7,450,514)         (13,808,075)
                                                                                  --------------     ----------------

Cash flows from financing activities:
     Net change in deposits                                                              135,358            1,162,453
     Advances from Federal Home Loan Bank                                             14,800,000            5,400,000
     Repayment of advances from Federal Home Loan Bank                                (5,213,438)          (2,469,220)
     Net change in advances from borrowers for taxes and insurance                           961                6,368
     Sale of common stock, net of offering costs                                              -             9,491,809
     Repurchase of common stock                                                       (1,879,222)                  -
     Dividends paid to stockholders                                                     (381,996)             (43,300)
                                                                                  --------------     ----------------
                  Net cash provided by financing activities                            7,461,663           13,548,110
                                                                                  --------------     ----------------

Net increase in cash and cash equivalents                                                742,330              183,549

Cash and cash equivalents at beginning of year                                           451,445              267,896
                                                                                  --------------     ----------------

Cash and cash equivalents at end of year                                        $      1,193,775              451,445
                                                                                  ==============     ================

Cash paid during the year for:
     Interest                                                                   $      1,474,000            1,477,000
     Income taxes                                                                        241,000              143,000
                                                                                  ==============     ================
</TABLE>

See accompanying notes to consolidated financial statements.

                                     - 17 -
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1997 and 1996


                                                                      
(1)    Summary of Significant Accounting Policies
       ------------------------------------------

       The accompanying  consolidated  financial statements include the accounts
       of Crazy Woman Creek Bancorp  Incorporated  (the Holding Company) and its
       wholly-owned  subsidiary,  Buffalo Federal Savings Bank (BFSB).  The term
       "Bank" refers to the Holding  Company and Buffalo  Federal  Savings Bank.
       All  significant   intercompany   balances  and  transactions  have  been
       eliminated.

       The Bank  provides a full range of banking  services to  customers in the
       Buffalo,  Wyoming  area.  The Bank is subject to  competition  from other
       financial institutions and financial service providers.  The Bank and the
       Holding  Company are subject to the  regulations  of certain  Federal and
       state  agencies and undergo  periodic  examinations  by those  regulatory
       authorities.

       Significant  accounting  policies of the Bank not described  elsewhere in
       the notes to the consolidated financial statements are described below.

       Basis of Presentation
       ---------------------

       The  consolidated  financial  statements have been prepared in conformity
       with  generally  accepted   accounting   principles.   In  preparing  the
       consolidated  financial  statements,   management  is  required  to  make
       estimates and assumptions  that affect the reported amounts of assets and
       liabilities  as of the date of the balance  sheet and income and expenses
       for the period.  Actual  results  could differ  significantly  from those
       estimates.

       Material  estimates  that are  particularly  susceptible  to  significant
       change in the near-term relate to the  determination of the allowance for
       loan losses.  Management  believes  that the allowance for loan losses is
       adequate,  however,  future  additions to the  allowance may be necessary
       based on changes in factors affecting the borrowers' ability to repay. In
       addition,  various  regulatory  agencies,  as an  integral  part of their
       examination process, periodically review the Bank's allowance for losses.
       Such  agencies  may  require  the  Bank  to  recognize  additions  to the
       allowance based on their judgments about information available to them at
       the time of their examination.

       Conversion to Stock Ownership
       -----------------------------

       Crazy Woman Creek Bancorp  Incorporated  was formed in December 1995, and
       is the holding  company  and owner of 100 percent of the common  stock of
       BFSB, a federally  chartered  stock savings bank. On March 29, 1996, BFSB
       completed  its  conversion  from a mutual to a stock form savings bank at
       which time the Holding Company issued 1,058,000 shares of common stock at
       $10 per share realizing $9,491,809 after deducting stock offering expense
       of  $448,191.  The  Employee  Stock  Ownership  Plan (the ESOP)  borrowed
       $640,000 from the Holding Company to purchase 64,000 of these shares. The
       Holding Company  contributed  $5,065,904 of the net offering  proceeds to
       BFSB.

                                     - 18 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


       Cash Equivalents
       ----------------

       For purposes of the  statements  of cash flows,  the Bank  considers  all
       cash,  daily interest demand  deposits,  and amounts due from banks to be
       cash equivalents.

       Investment and Mortgage-Backed Securities
       -----------------------------------------

       Investment  and  mortgage-backed  securities  available-for-sale  include
       securities  that  management  intends  to use  as  part  of  its  overall
       asset/liability  management  strategy and that may be sold in response to
       changes in interest rates and resultant prepayment risk and other related
       factors.  Securities  available-for-sale  are  carried  at fair value and
       unrealized  gains and losses (net of related tax  effects)  are  excluded
       from  earnings  and  reported as a separate  component  of  stockholders'
       equity. Investment securities and mortgage-backed securities,  other than
       those designated as  available-for-sale or trading, are comprised of debt
       securities for which the Bank has positive  intent and ability to hold to
       maturity and are carried at cost.  Management  determines the appropriate
       classification  of investment  and  mortgage-backed  securities as either
       available-for-sale or held-to-maturity at the purchase date.

       The carrying  value of debt  securities is adjusted for  amortization  of
       premiums and accretion of discounts using the level-yield method over the
       estimated lives of the  securities.  Upon  realization,  gains and losses
       from the sale of securities  are included in earnings  using the specific
       identification method.

       Stock in Federal Home Loan Bank
       -------------------------------

       Member  institutions  of the  Federal  Home Loan Bank  (FHLB)  System are
       required  to  hold  common  stock  of  its  district  FHLB  according  to
       predetermined  formulas. FHLB provides a source of borrowed funds for its
       member institutions which are secured by this FHLB stock.

       Loans Receivable
       ----------------

       Loans  receivable  are  stated at  unpaid  principal  balances,  less net
       deferred loan origination  fees.  Interest on loans is credited to income
       as earned.  Accrued interest on loans that are contractually  ninety days
       or more past due is  generally  charged off against  income.  Interest is
       subsequently  recognized  only to the extent cash  payments  are received
       until, in management's  judgment, the borrower's ability to make periodic
       interest and principal payments is reasonably  assured, in which case the
       loan is returned to accrual status.

       The  allowance  for loan  losses is  increased  by  charges to income and
       decreased  by  charge-offs  (net of  recoveries).  Management's  periodic
       evaluation  of the adequacy of the  allowance is based on factors such as
       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,   current  and
       prospective economic conditions, and independent appraisals.

                                     - 19 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

       The allowance  for loan losses  includes a reserve for losses on specific
       loans  which  are  deemed  to  be  impaired.   Groups  of  small  balance
       homogeneous loans (generally  residential real estate and consumer loans)
       are evaluated for impairment collectively.  A loan is considered impaired
       when, based upon current  information and events, it is probable that the
       Bank will be unable to collect,  in a timely  basis,  all  principal  and
       interest  according  to the  contractual  terms  of the  loan's  original
       agreement.  As such, the Bank's  impaired loans are generally those loans
       currently reported as non-accrual.  When a specific loan is determined to
       be impaired,  the allowance for loan losses is increased through a charge
       to expense  for the  amount of the  estimated  impairment.  For all loans
       secured  by real  estate,  the  amount  of the  impairment  is  generally
       measured  based on the excess of the loan's balance over the value of the
       underlying  collateral.  The Bank generally recognizes interest income on
       impaired loans only to the extent that cash payments are received.

       Loan Origination Fees and Related Costs
       ---------------------------------------

       Loan  origination  fees and  certain  direct loan  origination  costs are
       deferred,  and the net fees are  being  recognized  as  income  using the
       level-yield  method over the contractual life of the loans,  adjusted for
       estimated  prepayments  based  on  actual  prepayment   experience.   The
       amortization  of  deferred  loan fees and costs on  non-accrual  loans is
       discontinued during periods of non-performance.

       Other Real Estate Owned
       -----------------------

       Other  real  estate  owned   represents  real  estate  acquired   through
       foreclosure or in satisfaction of loans and is initially  recorded at the
       lower of the related loan balance,  less any specific allowance for loss,
       or estimated  fair value less  estimated  costs to sell.  Valuations  are
       periodically  performed  by  management  and an  allowance  for losses is
       established by a charge to operations if the carrying value of a property
       exceeds its estimated fair value less estimated costs to sell.

       Premises and Equipment
       ----------------------

       Premises and equipment are stated at depreciated  cost.  Depreciation  is
       provided using  straight-line and accelerated  methods over the estimated
       useful lives of 39 years for the building and 5 to 7 years for furniture,
       fixtures and equipment.

       Income Taxes
       ------------

       The  Holding  Company and its subsidiary  have  elected to file  separate
       Federal income tax returns.

                                     - 20 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

       Deferred tax assets and  liabilities  are  recognized  for the  estimated
       future  consequences  attributable  to differences  between the financial
       statement carrying amounts of assets and liabilities and their respective
       tax bases.  The effect on deferred tax assets and liabilities of a change
       in tax rates is recognized in tax expense in the period that includes the
       enactment date.

       Stock-Based Compensation
       ------------------------

       In October 1995, the Financial  Accounting  Standards Board (FASB) issued
       Statement of Financial  Accounting  Standards (SFAS) No. 123, "Accounting
       for Stock-Based Compensation," which was effective for the Bank beginning
       October 1, 1996.  SFAS No. 123  defines a "fair  value  based  method" of
       accounting for  stock-based  compensation  whereby  compensation  cost is
       measured  at the  grant  date  based  on the  value of the  award  and is
       recognized over the service  period.  The FASB encourages all entities to
       adopt the fair value based  method,  however,  it will allow  entities to
       continue to use the "intrinsic value based method" prescribed by previous
       pronouncements  for grants to employees.  Under the intrinsic value based
       method,  compensation cost is the excess of the market price of the stock
       at the grant date over the  amount an  employee  must pay to acquire  the
       stock.  Entities  electing to continue use of the intrinsic  value method
       for grants to employees must make certain pro forma disclosures as if the
       fair value  based  method had been  applied.  Management  has  elected to
       follow the accounting  requirements of previous pronouncements for grants
       to employees.

       Net Income Per Share
       --------------------

       Net income per common share is  calculated  by dividing net income by the
       weighted  average  number of common  shares and common share  equivalents
       outstanding during the period.  Shares sold in the conversion from mutual
       to stock ownership on March 29, 1996 are assumed to have been outstanding
       for all of fiscal year 1996. Additionally,  unallocated ESOP and unvested
       MSBP  shares  are  excluded  from  the  weighted  average  common  shares
       outstanding  calculation,  while  vested  MSBP and  allocated  vested and
       committed to be released ESOP shares are considered to be outstanding.

       New Accounting Pronouncements
       -----------------------------

       In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
       Servicing of Financial Assets and  Extinguishments  of Liabilities." SFAS
       No. 125 provides  guidance on  accounting  for transfers and servicing of
       financial  assets,  recognition and  measurement of servicing  assets and
       liabilities,  financial assets subject to prepayment,  secured borrowings
       and collateral, and extinguishment of liabilities.


                                     - 21 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


       SFAS No. 125 generally requires the Bank recognize as separate assets the
       rights to service mortgage loans for others, whether the servicing rights
       are acquired through  purchases or loan  originations.  SFAS No. 125 also
       specifies that financial  assets subject to prepayment,  including  loans
       that can be contractually prepaid or otherwise settled in such a way that
       the  holder  would  not  recover   substantially   all  of  its  recorded
       investment,  be  measured  like  debt  securities  available-for-sale  or
       trading securities under SFAS No. 115. The Bank adopted the provisions of
       SFAS No. 125 on January 1,  1997,  and  adoption  did not have a material
       effect on the financial position or results of operations of the Bank.

(2)    Investment and Mortgage-Backed Securities Available-for-Sale
       ------------------------------------------------------------

       The amortized  cost,  unrealized  gains and losses,  and  estimated  fair
       values of investment and mortgage-backed securities available-for-sale at
       September 30 are summarized as follows:
<TABLE>
<CAPTION>
                                                                     Gross              Gross             Estimated
                                                 Amortized        Unrealized         Unrealized             Fair
                1997                               Cost              Gains             Losses               Value
                ----                           -------------     ------------       -------------        ------------

<S>                                       <C>                     <C>               <C>                <C>       
           U.S. Agency obligations        $      11,501,113           56,109             (5,776)           11,551,446
           Mortgage-backed securities             6,935,884           20,076            (12,324)            6,943,636
           Mutual funds                             601,310           58,592                 -                659,902
                                            ---------------      -----------        -----------        --------------

                                          $      19,038,307          134,777            (18,100)           19,154,984
                                            ===============      ===========        ===========        ==============
</TABLE>

<TABLE>
<CAPTION>

                                                                     Gross              Gross             Estimated
                                                 Amortized        Unrealized         Unrealized             Fair
                1996                               Cost              Gains             Losses               Value
                ----                           -------------     ------------       -------------        ------------
<S>                                       <C>                    <C>                <C>                <C>      
           U.S. Agency obligations        $       7,849,767           13,934            (27,699)            7,836,002
           Mortgage-backed securities             5,614,811               -             (86,115)            5,528,696
                                            ---------------      -----------        -----------        --------------

                                          $      13,464,578           13,934           (113,814)           13,364,698
                                            ===============      ===========        ===========        ==============
</TABLE>

       A  comparison  of  the  amortized  cost  and  estimated  fair  values  of
       investment and mortgage-backed securities  available-for-sale by maturity
       at September 30, 1997 (other than equity securities) is as follows:


                                     - 22 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                                                         Estimated
                                                                                    Amortized              Fair
                                                                                      Cost                 Value
                                                                                --------------      ---------------

<S>                                                                           <C>                   <C>      
           Due within one year                                                $      9,367,322            9,398,939
           Due after one year through five years                                     5,159,535            5,182,724
           Due after five years through ten years                                    3,910,140            3,913,419
                                                                                --------------      ---------------

                                                                              $     18,436,997           18,495,082
                                                                                ==============      ===============
</TABLE>

       Mortgage-backed  securities are included in the above  maturity  schedule
       based on current estimates of their expected average lives.

       Gross   realized   gains  and  losses  on  the  sale  of  investment  and
       mortgage-backed  securities  available-for-sale  were $2,481 and $10,356,
       respectively,  during the year ended  September 30, 1997.  Gross realized
       gains  on  the  sale  of  investment   and   mortgage-backed   securities
       available-for-sale were $8,628 during the year ended September 30, 1996.

(3)    Investment and Mortgage-Backed Securities Held-to-Maturity
       ----------------------------------------------------------

       The amortized  cost,  unrealized  gains and losses,  and  estimated  fair
       values of investment and mortgage-backed  securities  held-to-maturity at
       September 30 are summarized as follows:
<TABLE>
<CAPTION>
                                                                     Gross              Gross             Estimated
                                                 Amortized        Unrealized         Unrealized             Fair
                1997                               Cost              Gains             Losses               Value
                ----                           -------------     ------------        ------------        ------------

<S>                                        <C>                   <C>                 <C>               <C>      
       U.S. Agency obligations             $       4,742,420           8,178             (22,416)           4,728,182
       Municipal securities                          622,609           6,024                (658)             627,975
       Mortgage-backed securities:
           FNMA certificates                         722,409          19,363                  -               741,772
           GNMA certificates                       1,392,151          37,731                  -             1,429,882
           FHLMC certificates                      1,529,586          10,392                (953)           1,539,025
                                             ---------------     -----------        ------------       --------------
                                                   3,644,146          67,486                (953)           3,710,679
                                             ---------------     -----------        ------------       --------------

                                           $       9,009,175          81,688             (24,027)           9,066,836
                                             ===============     ===========        ============       ==============
</TABLE>

                                     - 23 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                     Gross              Gross             Estimated
                                                Amortized         Unrealized         Unrealized             Fair
                1996                              Cost               Gains             Losses               Value
                ----                         --------------      ------------        ------------        --------

<S>                                        <C>                   <C>                 <C>                 <C>      
       U.S. Agency obligations             $       5,751,062           6,679            (132,508)           5,625,233
       Municipal securities                          223,250           4,602                (282)             227,570
       Other                                         109,624           1,500                  -               111,124
       Mortgage-backed securities:
           FNMA certificates                         775,016           9,813                  -               784,829
           GNMA certificates                       1,694,666          11,885              (7,118)           1,699,433
           FHLMC certificates                      1,749,027           8,073             (24,573)           1,732,527
                                             ---------------     -----------        ------------       --------------
                                                   4,218,709          29,771             (31,691)           4,216,789
                                             ---------------     -----------        ------------       --------------

                                           $      10,302,645          42,552            (164,481)          10,180,716
                                             ===============     ===========        ============       ==============
</TABLE>

       A  comparison  of  the  amortized  cost  and  estimated  fair  values  of
       investment and mortgage-backed securities held-to-maturity by maturity at
       September 30, 1997 is as follows:
<TABLE>
<CAPTION>
                                                                                                         Estimated
                                                                                    Amortized              Fair
                                                                                      Cost                 Value
                                                                                --------------      ---------------

<S>                                                                           <C>                   <C>     
           Due within one year                                                $      1,240,000            1,249,769
           Due after one year through five years                                     4,406,356            4,400,084
           Due after five years through ten years                                    3,362,819            3,416,983
                                                                                --------------      ---------------

                                                                              $      9,009,175            9,066,836
                                                                                ==============      ===============
</TABLE>

       Mortgage-backed  securities are included in the above  maturity  schedule
       based on current estimates of their expected average lives.

       No  gains  or  losses  were  realized  on  the  sale  of  investment  and
       mortgage-backed   securities   held-to-maturity  during  the  year  ended
       September 30, 1997. Gross gains of $21,570 and no losses were realized on
       the sale of investment and  mortgage-backed  securities  held-to-maturity
       during  the  year  ended  September  30,  1996.  Amortized  cost  of  the
       securities  sold in fiscal 1997 and 1996 was  approximately  $650,000 and
       $651,000,   respectively.   Such  sales  were  appropriately   considered
       maturities  for  purposes of  classification  on the  statements  of cash
       flows.


                                     - 24 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



(4)    Loans Receivable, Net
       ---------------------
<TABLE>
<CAPTION>
       Net loans receivable at September 30 are summarized as follows:
                                                                                      1997                 1996
                                                                              ----------------     ----------------
<S>                                                                         <C>                    <C>
           Real estate mortgage loans, including commercial real
                estate                                                      $       24,434,691           22,218,028
           Consumer loans                                                            1,695,977            1,524,451
           Home equity loans                                                         1,652,850            1,316,976
           Agricultural loans                                                          798,580              701,298
           Commercial loans                                                            282,189               86,586
           Savings account and other loans                                             319,837              516,812
                                                                              ----------------     ----------------
                                                                                    29,184,124           26,364,151
           Less:
                Loans in process                                                        95,214               84,815
                Allowance for loan losses                                              302,079              275,588
                Net deferred loan origination fees                                     150,611              144,988
                                                                              ----------------     ----------------

                                                                            $       28,636,220           25,858,760
                                                                              ================     ================
</TABLE>

       Adjustable rate mortgages  included in the loans receivable balance above
       were approximately  $217,000 and $177,000 at September 30, 1997 and 1996,
       respectively.

       The  weighted  average  stated  interest  rate  of  loans  receivable  at
       September  30,  1997 and 1996 was  8.11%  and  8.05%,  respectively.  The
       average yield on loans  receivable,  including  amortization  of unearned
       discounts and deferred loan origination fees, was 8.22% and 8.01% for the
       years ended September 30, 1997 and 1996, respectively.

       Real estate  loans  serviced  for others were  approximately  $77,000 and
       $81,000 at September 30, 1997 and 1996, respectively.

       First  mortgage loans pledged as collateral for public funds or for other
       funds on deposit with the Bank approximated  $5,098,000 and $4,787,000 at
       September 30, 1997 and 1996, respectively.

       A summary of activity in the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
                                                                                      1997                 1996
                                                                                -------------          -----------

<S>                                                                             <C>                    <C>    
           Balance at beginning of year                                         $     275,588              275,266
           Losses charged against the allowance                                        (4,108)             (11,584)
           Recoveries of amounts previously charged off                                30,599               11,906
                                                                                  -----------          -----------

           Balance at end of year                                               $     302,079              275,588
                                                                                  ===========          ===========

</TABLE>

                                     - 25 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



       Renegotiated   loans  for  which   interest  has  been  reduced   totaled
       approximately  $52,000  and  $55,000  at  September  30,  1997 and  1996,
       respectively. The resulting impact on interest income is nominal.

       The Bank is not committed to lend additional funds to debtors whose loans
       have been modified.  The Bank's impaired loans, which include those loans
       currently reported as nonaccrual,  amounted to approximately $225,000 and
       $32,000  at  September  30,  1997 and  1996,  respectively,  and were not
       subject to a specific  allowance for loan losses because of the estimated
       net realizable value of loan collateral, guarantees and other factors.

(5)    Accrued Interest Receivable
       ---------------------------

       Accrued interest receivable at September 30 is summarized as follows:
<TABLE>
<CAPTION>
                                                                                      1997                 1996
                                                                                --------------       -------------

<S>                                                                              <C>                 <C>    
           Investment securities                                                 $     285,597             257,790
           Mortgage-backed securities                                                   56,088              52,287
           Loans receivable                                                            217,097             185,673
                                                                                   -----------        ------------

                                                                                 $     558,782             495,750
                                                                                   ===========        ============
</TABLE>

(6)    Premises and Equipment
       ----------------------

       Premises and equipment at September 30 are summarized as follows:
<TABLE>
<CAPTION>
                                                                                      1997                 1996
                                                                                  ------------       -------------

<S>                                                                             <C>                  <C>    
           Land and building                                                    $      507,395             507,395
           Furniture, fixtures and equipment                                           418,048             465,028
                                                                                  ------------       -------------
                                                                                       925,443             972,423
           Less accumulated depreciation                                               482,120             470,368
                                                                                  ------------       -------------

                                                                                $      443,323             502,055
                                                                                  ============       =============
</TABLE>


                                     - 26 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



(7)    Deposits
       --------

       Deposits at September 30 are summarized as follows:
<TABLE>
<CAPTION>
                                        
                                          1997  
                                        Weighted                        1997                           1996
                                         average             --------------------------      ------------------------
                                          rate                 Amount          Percent        Amount         Percent
                                          ----                 ------          -------        ------         -------
<S>                                 <C>                    <C>                 <C>        <C>                 <C>
       Certificates of deposit,
           by interest rate         4.01  to  5.00%        $        225,789        .8%    $      2,123,194        7.2%
                                    5.01  to  6.00               14,248,859      48.3           14,450,989       49.2
                                    6.01  to  7.00                3,980,021      13.5            2,515,333        8.6
                                    7.01  to  8.00                  127,434        .4              232,932         .8
                                                             --------------  --------       --------------  ---------
                                                                 18,582,103      63.0           19,322,448       65.8
                                                             --------------  --------       --------------  ---------
       NOW accounts and MMDA        3.00 to   4.75                7,213,639      24.4            6,219,911       21.2
       Passbook savings             3.75  to  3.92                3,710,601      12.6            3,828,626       13.0
                                                             --------------  --------       --------------  ---------

                Total deposits             4.99%           $     29,506,343     100.0%    $     29,370,985      100.0%
                                                             ==============  ========       ==============  =========
</TABLE>

       Certificates of deposit and savings  accounts of $100,000 or greater were
       approximately  $4,700,000  and $5,040,000 at September 30, 1997 and 1996,
       respectively.

       Certificates  of deposit at September 30, 1997 are scheduled to mature as
       follows:
<TABLE>
<CAPTION>

           Due in:
<S>                                                                           <C>             
                One year or less                                              $     13,419,866
                Greater than one year through three years                            5,003,110
                Greater than three years through five years                            159,127
                                                                               ---------------

                                                                              $     18,582,103
                                                                               ===============
</TABLE>

       Interest  expense  on  deposits  for  the  years  ended  September  30 is
summarized as follows:
<TABLE>
<CAPTION>
                                                                                      1997                1996
                                                                                -------------       -------------

<S>                                                                           <C>                   <C>      
           Certificates of deposit and savings                                $     1,174,685           1,223,577
           NOW accounts                                                               248,047             214,985

                                                                              $     1,422,732           1,438,562
                                                                                =============       =============
</TABLE>

                                     - 27 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



(8)    Advances From Federal Home Loan Bank
       ------------------------------------

       Advances  from Federal Home Loan Bank at September 30 are  summarized  as
follows:
<TABLE>
<CAPTION>
                                                                                     1997                1996
                                                                                ---------------     --------------
<S>                                                                             <C>                 <C>

           5.63% to 6.38% Fixed Rate Advances, interest payable
                monthly                                                         $ 14,700,000             6,000,000
           5.39% Putable Advance, put option exercisable quarterly,
                interest payable monthly, through June 2002                        1,000,000                     -
           4.36% Amortizing Advance, paid in 1997                                          -               113,438
                                                                                -------------       --------------

                                                                              $    15,700,000           6,113,438
                                                                                =============       =============
</TABLE>

       At September 30, 1997, the Bank had a Cash Management Advance note with a
       maximum allowable  advance of $2,697,000  maturing on May 29, 1998. There
       was no  outstanding  balance as of September 30, 1997 or advances  during
       the year then ended.

       Principal  payments on advances from Federal Home Loan Bank subsequent to
       September 30, 1997 are as follows:

                      Year ending
                     September 30,                                  Amount
                     -------------                                  ------

                         1998                                 $     13,700,000
                         1999                                        1,600,000
                         2000                                          400,000
                                                                --------------

                                                              $     15,700,000
                                                              ================

       The  advances  are  subject  to  a  "blanket  pledge  agreement"  whereby
       substantially all assets of the Bank are pledged to the Federal Home Loan
       Bank.

(9)    Income Taxes
       ------------

       U.S. Federal income tax expense for the year ended September 30  consists
of:
<TABLE>
<CAPTION>
                                                                                    1997                 1996
                                                                                ------------         -----------

<S>                                                                            <C>                        <C>   
           Current                                                             $     381,034              99,641
           Deferred                                                                  (39,208)             51,779
                                                                                 -----------         -----------

                Total                                                          $     341,826             151,420
                                                                                 ===========         ===========
</TABLE>

                                     - 28 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



       Income tax expense  for the year ended  September  30  differed  from the
       amounts  computed by applying the U.S.  Federal income tax rate of 34% to
       income before income taxes as a result of the following:
<TABLE>
<CAPTION>
                                                                                     1997                 1996
                                                                                -------------        --------------

<S>                                                                             <C>                  <C>    
           Computed "expected" tax expense                                      $     351,125              172,130
           Decrease resulting from tax exempt interest                                 (9,669)              (7,359)
           Other                                                                          370              (13,351)
                                                                                  -----------        -------------

                                                                                $     341,826              151,420
                                                                                  ===========        =============

</TABLE>

       Temporary  differences  between the financial  statement carrying amounts
       and the tax bases of assets and liabilities that give rise to significant
       portions of the  deferred  tax  liability  at  September 30 relate to the
       following:
<TABLE>
<CAPTION>
                                                                                     1997                 1996
                                                                                --------------       -------------
<S>                                                                             <C>                  <C>                  
           Deferred tax assets:
                Deferred loan fees                                              $       26,514              30,904
                Allowance for loan losses                                              102,707              93,700
                Available-for-sale securities                                               -               33,959
                                                                                  ------------       -------------
                    Gross deferred tax assets                                          129,221             158,563
                                                                                  ------------       -------------

           Deferred tax liabilities:
                FHLB stock dividends                                                   149,090             135,966
                Tax bad reserve in excess of base year amount                           52,665              83,731
                Prepaid deposit insurance premium                                        3,142              11,461
                Available-for-sale securities                                           39,670                  -
                Other                                                                       -                8,330
                                                                                  ------------       -------------
                    Gross deferred tax liabilities                                     244,567             239,488
                                                                                  ------------       -------------

                    Net deferred tax liability                                  $      115,346              80,925
                                                                                  ============       =============
</TABLE>

       In  assessing  the  realizability  of  deferred  tax  assets,  management
       considers  whether it is more likely than not that some portion or all of
       the deferred tax assets will not be realized. The ultimate realization of
       deferred tax assets is dependent upon the existence of, or generation of,
       taxable  income in the periods  which  those  temporary  differences  are
       deductible.  Management  considers the scheduled reversal of deferred tax
       liabilities,  taxes paid in carryback  years,  projected  future  taxable
       income, and tax planning strategies in making this assessment. Based upon
       the level of historical  taxable  income and estimates of future  taxable
       income over the periods which the deferred tax assets are deductible,  at
       September  30, 1997  management  believes it is more likely than not that
       the Bank will realize the benefits of these deductible differences.


                                     - 29 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements




       In prior  years,  the Bank was allowed a special bad debt  deduction  for
       income  tax  purposes  based  on a  percentage  of  taxable  income.  The
       percentage of income bad debt deduction was eliminated  beginning January
       1, 1996.

       Retained earnings at September 30, 1997 includes  approximately  $398,000
       which is  essentially  income  offset by  percentage  of income  bad debt
       deductions  for  income  tax  purposes  prior  to 1988  (the  "Base  Year
       Reserve").  This amount is treated as a permanent difference and deferred
       taxes  are not  recognized  unless it  appears  that the  amount  will be
       reduced and thereby result in taxable income in the  foreseeable  future.
       Under current tax regulations, management does not foresee any changes in
       its business or operations  which would result in a recapture of the Base
       Year Reserve into taxable income.

       A deferred tax liability  has been  recognized by the Bank for the amount
       of the tax bad debt  reserve  in  excess of the Base  Year  Reserve.  The
       August 1996 tax  legislation  also  requires this excess to be recaptured
       and included in taxable income over a six year period.

(10)   Employee Benefit Plans
       ----------------------

       Retirement  Plan. The Bank has a  non-contributory  defined  contribution
       retirement plan for all eligible employees.  The retirement plan provides
       for a discretionary Bank contribution. Total pension expense for the year
       ended September 30, 1996 was approximately  $29,000.  The Bank elected to
       make no  contribution  to the  retirement  plan  during  the  year  ended
       September 30, 1997.

       Employee Stock Ownership Plan (ESOP). Effective January 1, 1996 the Board
       of Directors approved the adoption of an ESOP covering  substantially all
       employees.  The ESOP  purchased  64,000  shares of the Holding  Company's
       common stock for $10 per share in connection with the conversion to stock
       ownership.  The ESOP borrowed  $640,000 from the Holding  Company to fund
       the  purchase,  evidenced  by a note  receivable  recorded by the Holding
       Company and secured by the common stock  purchased by the ESOP. The terms
       of  the  note  require  quarterly  principal  payments  of  approximately
       $11,400, bearing interest at prime (8.50% and 8.25% at September 30, 1997
       and 1996, respectively), maturing February 2010. Contributions of cash or
       common  stock  are made from BFSB to the ESOP the form of which is at the
       discretion of the Board of Directors.  For financial  reporting purposes,
       the  unearned  ESOP   compensation   is  classified  as  a  reduction  of
       consolidated stockholders' equity and amounts paid to the Holding Company
       for interest have been eliminated in consolidation.

                                     - 30 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



       The Bank records  compensation  expense equal to the fair value of shares
       at the  date  such  shares  are  committed  to be  released.  Shares  are
       committed to be released on straight-line basis over the term of the note
       receivable  recorded  by the  Holding  Company.  Shares  committed  to be
       released are  allocated  to  participant  accounts  after the end of each
       fiscal  year.  For the years  ended  September  30,  1997 and 1996,  ESOP
       principal  and interest  payments of  approximately  $96,000 and $49,000,
       respectively,  were funded by Bank contributions of approximately $70,000
       and  $39,000,  respectively,  to the  ESOP.  The  remainder  of the  ESOP
       payments was funded by dividends on both allocated and  unallocated  ESOP
       shares.  At  September  30,  1997  and  1996,  4,571  and  2,286  shares,
       respectively,  were committed to be released to participant  accounts and
       the fair value of the remaining shares to be released in future years was
       approximately $606,000. The Bank recognized compensation expense relating
       to the ESOP of $59,950 and $24,241  during the years ended  September 30,
       1997 and 1996, respectively.

       Management  Stock  Bonus Plan  (MSBP).  On October 2, 1996,  the Board of
       Directors  approved the MSBP. The terms of the MSBP provide for the award
       of up to 42,320 shares of common stock to certain officers and directors.
       Deferred compensation is recorded at the date of the stock award based on
       the fair value of the shares granted. Vesting in the grant occurs in five
       equal,  annual  installments  and the related  deferred  compensation  is
       expensed  over the same  period.  For  financial  reporting  purposes the
       unearned  deferred  compensation  balance is classified as a reduction of
       consolidated  stockholders'  equity.  Officers,  directors  and employees
       awarded shares retain voting rights and, if dividends are paid,  dividend
       privileges during the vesting period. During the year ended September 30,
       1997,  BFSB  purchased  42,320  shares for the MSBP.  On October 2, 1996,
       24,122  shares were granted to officers and  directors.  BFSB  recognized
       compensation expense for the MSBP of $59,461 for the year ended September
       30, 1997.

       Stock Option Plan.  On October 2, 1996,  the Board of Directors  approved
       the Stock Option Plan ("Stock Option Plan").  The terms of the Stock Plan
       provide  for the  granting  of up to  105,800  shares of common  stock to
       certain  officers and  directors.  The Stock Option Plan provides for the
       granting of both incentive and non-incentive stock options.  The terms of
       the  options  may not  exceed  10 years  from the  date the  options  are
       granted.  Incentive stock options granted to stockholders  with more than
       10% of the total  combined  voting  power of all  classes of stock of the
       Company  shall be granted at an option price of not less than 110% of the
       fair market  value at the grant date,  and the term of the option may not
       exceed 5 years from the date of the grant.

       In October 1996, the Bank granted options to acquire 74,060 common shares
       at an exercise  price per share of $11.75.  At September 30, 1997, all of
       these options were  outstanding  and none were  exercisable.  The options
       expire October 2006.


                                     - 31 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



       The per share weighted-average fair value of stock options granted during
       1997 was $2.05,  determined on the date of grant using the  Black-Scholes
       option-pricing  model with the following  assumptions:  expected dividend
       yield of 4%, risk-free interest rate of 6.10%,  volatility of .13, and an
       expected life of 10 years.

       The Bank applies the provisions of Accounting Principles Bulletin Opinion
       No. 25 in accounting for its Plan and, accordingly,  no compensation cost
       has been  recognized  for its stock options in the financial  statements.
       Had the Bank determined  compensation cost based on the fair value at the
       grant  date for its stock  options  under  SFAS No.  123,  the Bank's net
       income and net income per share for the year  ended  September  30,  1997
       would have been as follows:


           Net income:     As reported                       $     690,895
                           Pro forma                               665,121
                                                               ===========

           Earnings per share:      As reported              $         .73
                                    Pro forma                          .71
                                                               ===========

(11)   Regulatory Capital
       ------------------

       BFSB is  required  to meet  three OTS  capital  requirements:  a tangible
       capital  requirement  equal to not less than 1.5% of tangible  assets (as
       defined in the  regulations),  a core capital  requirement,  comprised of
       tangible  capital  adjusted for  supervisory  goodwill and other  defined
       factors,  equal to not less than 3% of tangible assets,  and a risk-based
       capital requirement equal to at least 8% of all risk-weighted assets. For
       risk-weighting,  selected  assets  are given a risk  assignment  of 0% to
       100%.  The Bank's total  risk-weighted  assets at September 30, 1997 were
       approximately $24,347,000.

                                     - 32 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



       The following  table  presents,  as of September 30, 1997,  the extent to
       which BFSB exceeds in dollars and in percent,  the three minimum  capital
       requirements.
<TABLE>
<CAPTION>


                                                                                 Regulatory Basis
                                                                          (dollars rounded to thousands)
                                                                          ------------------------------
                                                                                          1997
                                                                                       approximate
                                                                   Actual              requirement           Excess
                                                                   ------              -----------           ------
<S>                                                         <C>                        <C>                   <C>    
           Tangible capital:
                Dollar amount                               $         10,794                 889               9,905
                Percent of tangible assets                              18.2%                1.5%              16.7%
           Core capital:
                Dollar amount                               $         10,794               1,777               9,017
                Percent of adjusted tangible assets                     18.2%                3.0%              15.2%
           Risk-based capital:
                Dollar amount                               $         11,096               1,948               9,148
                Percent of risk-weighted assets                         45.6%                8.0%              37.6%
</TABLE>

<TABLE>
<CAPTION>

                                                                                 Regulatory Basis
                                                                          (dollars rounded to thousands)
                                                                          ------------------------------
                                                                                          1996
                                                                                       approximate
                                                                   Actual              requirement           Excess
                                                                   ------              -----------           ------
<S>                                                         <C>                        <C>                   <C>
           Tangible capital:
                Dollar amount                               $         10,589                 774               9,815
                Percent of tangible assets                              20.5%                1.5%              19.0%
           Core capital:
                Dollar amount                               $         10,589               1,548               9,041
                Percent of adjusted tangible assets                     20.5%                3.0%              17.5%
           Risk-based capital:
                Dollar amount                               $         10,847               1,655               9,192
                Percent of risk-weighted assets                         52.4%                8.0%              44.4%
</TABLE>

       Failure to comply with applicable  regulatory  capital  requirements  can
       result in capital  directives from the director of the OTS,  restrictions
       on growth, and other limitations on a savings bank's operations.


                                     - 33 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



       Consolidated stockholders' equity differs from BFSB's tangible, core, and
       risk-based  capital at September 30 as a result of the following (dollars
       rounded to thousands):
<TABLE>
<CAPTION>
                                                                                     1997                 1996
                                                                                --------------      ---------------
<S>                                                                           <C>                   <C>       
           Consolidated stockholders' equity                                  $     14,210,000           15,508,000
                Less Holding Company assets                                          3,378,000            4,985,000
                                                                                --------------      ---------------
                    BFSB capital                                                    10,832,000           10,523,000
                Unrealized (gain) loss on securities
                    available-for-sale, net                                            (38,000)              66,000
                                                                                --------------      ---------------

           Tangible and core capital                                                10,794,000           10,589,000

           Allowance for loan losses (limited to 1.25% of
                risk-weighted assets)                                                  302,000              258,000
                                                                                --------------      ---------------

                         Risk-based capital                                   $     11,096,000           10,847,000
                                                                                ==============      ===============
</TABLE>

       As part of the conversion, BFSB established a liquidation account for the
       benefit of eligible  depositors  who continue to maintain  their  deposit
       accounts in BFSB after  conversion.  In the unlikely  event of a complete
       liquidation of BFSB, each eligible  depositor will be entitled to receive
       a  liquidation   distribution  from  the  liquidation   account,  in  the
       proportionate  amount of the then  current  adjusted  balance for deposit
       accounts  held,  before  distribution  may be made with respect to BFSB's
       common stock.  BFSB may not declare or pay a cash dividend to the Holding
       Company on, or repurchase  any of, its common stock if the effect thereof
       would cause the regulatory capital of BFSB to be reduced below the amount
       required for the liquidation account.  Except for such restrictions,  the
       existence  of the  liquidation  account  does  not  restrict  the  use or
       application of retained earnings. In addition,  savings banks that before
       and after  proposed  dividend  distributions  meet or exceed  their fully
       phased-in capital requirements, may make capital distributions with prior
       notice to the Office of Thrift Supervision (OTS) during any calendar year
       up to 100% of year-to-date net income plus 50% of the amount in excess of
       their fully  phased-in  capital  requirements  as of the beginning of the
       calendar year.  However,  the OTS may impose greater  restrictions  if an
       institution is deemed to be in need of more than normal supervision. BFSB
       currently  exceeds its fully phased-in  capital  requirements and has not
       been notified of a need for more than normal supervision.

(12)   Financial Instruments With Off-Balance-Sheet Risk
       -------------------------------------------------

       The Bank is a party to financial instruments with  off-balance-sheet risk
       in the  normal  course of  business  to meet the  financing  needs of its
       customers.  These  financial  instruments  include  commitments to extend
       credit and involve, to varying degrees, elements of credit risk.
                                                                    
                                     - 34 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



       The Bank's exposure to credit loss in the event of  nonperformance by the
       other party to the financial  instrument for commitments to extend credit
       is represented by the contractual amount of those  instruments.  The Bank
       uses the same  credit  policies  in making  commitments  and  conditional
       obligations as it does for on-balance-sheet instruments.

       Financial  instruments  outstanding  at September 30, 1997 whose contract
       amounts represent credit risk are fixed-rate commitments to extend credit
       totaling approximately $104,000.

       Commitments to extend credit are agreements to lend to a customer as long
       as there is no violation of any  condition  established  in the contract.
       Commitments  generally have fixed expiration  dates or other  termination
       clauses and may require  payment of a fee. Since many of the  commitments
       are expected to expire  without  being drawn upon,  the total  commitment
       amounts do not necessarily  represent future cash requirements.  The Bank
       evaluates each customers'  creditworthiness  on a case by case basis. The
       amount of  collateral  obtained,  if deemed  necessary,  by the Bank upon
       extension  of  credit  is  based  on   management's   evaluation  of  the
       counter-party.  Collateral held varies but may include personal property,
       residential real property, and income-producing commercial properties.

(13)   Commitments and Contingencies
       -----------------------------

       Special  Assessment by the SAIF.  The deposits of BFSB are insured by the
       Savings   Association   Insurance  Fund   ("SAIF"),   one  of  two  funds
       administered by the Federal Deposit Insurance Corporation ("FDIC").  BFSB
       previously paid premiums of approximately  0.23% of certain deposits.  On
       September 30, 1996, the Deposit  Insurance  Funds Act of 1996 was signed,
       which  authorized  the FDIC to impose a  special  assessment  on  certain
       deposits held by thrift institutions.  This special assessment, which was
       based on $.657 per $100 of outstanding thrift deposits at March 31, 1995,
       is intended to recapitalize the SAIF. The special assessment  resulted in
       an additional expense of approximately $187,000 and a related tax benefit
       of approximately $63,000 which were recorded by the Bank on September 30,
       1996. The assessment was paid in November 1996.

       Severance  Agreements.   Effective  April  1996  the  Bank  entered  into
       severance agreements with its executive officers.  Such agreements have a
       term of three years and provide for  payments to be made to the  officers
       equal to three times average  salary for the previous five years,  in the
       event the Bank  experiences  a change in control.  A change in control is
       defined  as (1) a sale  of more  than  25% of the  assets  of BFSB or the
       Holding Company;  (2) any merger or recapitalization  whereby BFSB or the
       Holding Company is not the surviving  entity;  (3) a change in control as
       determined by the OTS; or (4)  acquisition  directly or indirectly of 25%
       or  more  of the  voting  stock  of BFSB  or the  Holding  Company  by an
       individual,  entity  or  group.  The  agreements  were  extended  for  an
       additional year in April 1997.

                                     - 35 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



(14)   Disclosures About Fair Value of Financial Instruments
       -----------------------------------------------------

       The  following  disclosures  of fair value  information  about  financial
       instruments  are  presented,  whether or not  recognized  in the  balance
       sheet, for which it is practicable to estimate fair value. In cases where
       quoted  market  prices  are not  available,  fair  values  are  based  on
       estimates  using  present  value or  other  valuation  techniques.  Those
       techniques are significantly  affected by the assumptions used, including
       the discount rate and estimates of future cash flows. In that regard, the
       derived fair value estimates cannot always be substantiated by comparison
       to independent  markets and, in certain  cases,  could not be realized in
       immediate settlement of the instrument. These disclosures exclude certain
       financial instruments and all nonfinancial instruments.  Accordingly, the
       aggregate  fair value amounts  presented do not represent the  underlying
       value of the Bank.

       The following methods and assumptions were used by the Bank in estimating
       the fair value of its financial instruments:

           Cash and Cash Equivalents and Interest Bearing Deposits. The carrying
           amounts for cash and cash  equivalents and interest  bearing deposits
           approximate  fair value because they mature in 90 days or less and do
           not present unanticipated credit concerns.

           Investment  Securities,   Mortgage-Backed  Securities  and  Stock  in
           Federal Home Loan Bank.  The fair value of  investment  securities is
           estimated  based on bid prices  published in financial  newspapers or
           bid quotations  received from securities  dealers.  The fair value of
           stock in Federal Home Loan Bank approximates redemption value.

           Loans  Receivable.  Fair values are estimated by stratifying the loan
           portfolio    into   groups   of   loans   with   similar    financial
           characteristics.  Loans are  segregated  by type such as real estate,
           commercial,  and consumer,  with each category further segmented into
           fixed and adjustable rate interest categories.

            The fair  value of fixed  rate loans is  calculated  by  discounting
            scheduled cash flows through the anticipated  maturity  adjusted for
            prepayment  estimates.  For mortgage loans,  the Bank uses secondary
            market  interest  rates for loans of  similar  size as the  discount
            rate. For other fixed rate loans, cash flows are discounted at prime
            rate. Adjustable interest rate loans are assumed to approximate fair
            value because they generally reprice within the near-term.

                                     - 36 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



            The fair values are adjusted for credit risk based on  assessment of
            risk  identified with specific  loans,  and risk  adjustments on the
            remaining  portfolio  based on credit loss  experience.  Assumptions
            regarding  credit risk are  judgmentally  determined  using specific
            borrower   information,   internal  credit  quality  analysis,   and
            historical information on segmented loan categories for non-specific
            borrowers.

            Accrued  Interest  Receivable.  The fair value of  accrued  interest
            receivable  approximates  carrying  value  as the  Bank  expects  to
            collect accrued interest in the near-term.

            Deposits.  The fair value of deposits with no stated maturity,  such
            as savings  accounts,  NOW accounts,  and money market accounts,  is
            equal  to  the  amount   payable  on  demand.   The  fair  value  of
            certificates  of  deposit  is  based  on  the  discounted  value  of
            contractual  cash flows.  The discount  rate is estimated  using the
            rates   offered  as  of  each  year  end  for  deposits  of  similar
            maturities.

            Advances  from Federal  Home Loan Bank.  The fair value of the fixed
            rate  long-term  advances is  calculated  by  discounting  scheduled
            payments using the Bank's FHLB long-term  borrowing rates as of each
            year end.

            Accrued  Expenses and Other  Liabilities.  The fair value of accrued
            expenses and other  liabilities  approximates  carrying value as the
            amounts accrued will be paid in the near-term.

           Commitments to Extend Credit. The fair value of commitments to extend
           credit is estimated  using the fees  currently  charged to enter into
           similar arrangements. The commitments to extend credit are fixed rate
           loans.  No fair value  adjustment  for interest rates is necessary as
           the stated rates do not differ  materially  from market rates at each
           year end.

           Limitations.  Fair value  estimates  are made at a specific  point in
           time, based on relevant market  information and information about the
           financial  instrument.  These estimates do not reflect any premium or
           discount  that could  result from  offering  for sale at one time the
           Bank's entire holdings of a particular financial instrument.  Because
           no market exists for a portion of the Bank's  financial  instruments,
           fair value estimates are based on judgments regarding future expected
           loss experience, current economic conditions, risk characteristics of
           various financial instruments, and other factors. These estimates are
           subjective  in  nature  and  involve  uncertainties  and  matters  of
           significant   judgment  and  therefore   cannot  be  determined  with
           precision.  Changes in  assumptions  could  significantly  affect the
           estimates.

                                     - 37 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



           Fair value estimates are based on existing on- and  off-balance-sheet
           financial  instruments  without  attempting  to estimate the value of
           anticipated  future  business and the value of assets and liabilities
           that are not considered financial instruments. Significant assets and
           liabilities  that are not considered  financial  instruments  include
           deferred tax assets and  liabilities  and premises and equipment.  In
           addition,  the tax  ramifications  related to the  realization of the
           unrealized  gains and  losses can have a  significant  effect on fair
           value estimates and have not been considered in the estimates.

       The  approximate  book  value and fair value of the  Company's  financial
       instruments as of September 30 are as follows:
<TABLE>
<CAPTION>
                                                                1997                               1996
                                                   -------------------------------    -------------------------------
                                                        Book             Fair              Book             Fair
                                                        value            value             value            value
                                                        -----            -----             -----            -----
<S>                                              <C>                <C>               <C>              <C>
           Assets:
                Cash and cash equivalents        $     1,194,000         1,194,000          451,000           451,000
                Interest-bearing deposits                 99,000            99,000           99,000            99,000
                Investment and mortgage-backed
                    securities
                    available-for-sale                19,155,000        19,155,000       13,365,000        13,365,000
                Investment and mortgage-backed
                    securities held-to-maturity        9,009,000         9,067,000       10,303,000        10,181,000
                Stock in Federal Home Loan Bank          802,000           802,000          400,000           400,000
                Loans receivable, net                 28,636,000        28,997,000       25,859,000        25,869,000
                Accrued interest receivable              559,000           559,000          496,000           496,000

           Liabilities:
                Deposits                         $    29,506,000        29,514,000       29,371,000        29,356,000
                Advances from Federal Home Loan
                    Bank                              15,700,000        15,685,000        6,113,000         6,107,000
                Accrued expenses and other
                    liabilities                          115,000           115,000          269,000           269,000
           Off-balance-sheet items:
                Commitments to extend credit                  -              4,000               -              6,150
                                                   =============     =============    =============    ==============
</TABLE>


                                     - 38 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



(15)   Holding Company Information (Condensed)
       ---------------------------------------

       The  summarized  financial  information  for Crazy  Woman  Creek  Bancorp
       Incorporated as of September 30 and for the years then ended is presented
       below. Intercompany balances and transactions are noted parenthetically.

       Condensed Balance Sheet
<TABLE>
<CAPTION>
                                   Assets                                             1997                1996
                                   ------                                       ---------------     ---------------

<S>                                                                             <C>                 <C>   
           Cash (NOW account with BFSB)                                         $        89,864              54,233
           Investment in subsidiary                                                  11,056,696          10,523,032
           Loan to BFSB                                                               2,174,000           4,424,000
           Loan to ESOP                                                                 571,429             617,143
           Investments available-for-sale mutual funds                                  659,902                  -
           Other assets                                                                   1,333                  -
                                                                                  -------------      -------------

                         Total assets                                           $    14,553,224          15,618,408
                                                                                  =============      ==============

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

           Income taxes payable                                                 $         1,200               4,600
           Deferred tax liability                                                        19,921                  -
           Dividends payable                                                             95,485             105,800
           Other liabilities                                                              2,000                  -
           Stockholders' equity:
                Common stock                                                            105,800             105,800
                Additional paid-in capital                                           10,041,629          10,027,393
                Unearned ESOP/MSBP shares                                              (809,272)           (617,143)
                Retained earnings                                                     6,377,093           6,057,879
                Unrealized gain (loss) on securities available-for-sale, net             77,007             (65,921)
                Treasury stock                                                       (1,357,639)                 -
                                                                                  -------------      -------------
                    Total stockholders' equity                                       14,434,618          15,508,008
                                                                                  -------------      --------------

                    Total liabilities and stockholders' equity                  $    14,553,224          15,618,408
                                                                                  =============      ==============

       Condensed Statement of Income

           Dividends on mutual funds                                            $       2,060                 -
           Interest income (ESOP loan and loan to BFSB)                               245,041            159,235
           Management fee to BFSB                                                     (27,600)            (2,300)
           Other operating expenses                                                   (54,208)           (39,363)
                                                                                   ----------          ---------
                Income before equity in undistributed earnings of
                    subsidiary and income taxes                                       165,293            117,572
           Equity in undistributed earnings of subsidiary                             581,702            277,073
                                                                                   ----------          ---------
                Income before income taxes                                            746,995            394,645
           Income taxes                                                                56,100             39,800
                                                                                   ----------          ---------

                Net income                                                      $     690,895            354,845
                                                                                   ==========          =========
</TABLE>

                                     - 39 -
<PAGE>
                                       

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


<TABLE>
<CAPTION>

       Condensed Statement of Cash Flows                                                1997                1996
                                                                                 --------------      --------------

<S>                                                                             <C>                  <C>    
           Net income                                                           $       690,895             354,845
           Adjustments to reconcile net income to net cash provided by
                operating activities:
                    Equity in undistributed earnings of subsidiary                     (581,702)           (277,073)
                    Dividends reinvested                                                 (2,060)                 -
                    Increase (decrease) in income taxes payable                          (3,400)              4,600
                    Increase in other liabilities                                         2,000                  -
                    Increase on other assets                                             (1,333)                 -
                                                                                  -------------      -------------
                         Net cash provided by operating activities                      104,400              82,372
                                                                                  -------------      --------------

           Cash flows from investing activities:
                Loan to BFSB                                                                 -           (4,424,000)
                Principal payments on loan to BFSB                                    2,250,000                  -
                Principal payments on ESOP note receivable                               45,714              13,257
                Investment in BFSB                                                           -           (5,065,905)

                Contribution to BFSB                                                    (25,598)                 -
                Investment in mutual funds                                             (599,250)                 -
                         Net cash provided by (used in) investing
                             activities                                               1,670,866          (9,476,648)
                                                                                  -------------      --------------

           Cash flows from financing activities:
                Sale of common stock, net of offering costs                                  -            9,491,809
                Repurchase of common stock                                           (1,357,639)                 -
                Cash dividends paid                                                    (381,996)            (43,300)
                         Net cash provided by (used in) financing
                             activities                                              (1,739,635)          9,448,509
                                                                                  -------------      --------------

           Net increase in cash                                                          35,631              54,233

           Cash at beginning of year                                                     54,233                  -

           Cash at end of year                                                  $        89,864              54,233
                                                                                  =============      ==============

</TABLE>


                                     - 40 -
<PAGE>


                                Corporate Office
     Crazy Woman Creek Bancorp Incorporated and Buffalo Federal Savings Bank

                                 106 Fort Street
                           Buffalo, Wyoming 82834-1889
                                 (307) 684-5591



              Board of Directors of Crazy Woman Creek Bancorp Incorporated

 Richard Reimann                           Greg L. Goddard
 Chairman of the Board

 Deane D. Bjerke                           Douglas D. Osborn

 Thomas J. Berry                           Sandra K. Todd


                               Executive Officers

 Deane D. Bjerke                           Arnold R. Griffith, Jr.
 President and Chief Executive Officer     Senior Vice President

                                 Dalen C. Slater
                            Senior Vice President and
                             Chief Financial Officer

 Corporate Counsel                         Special Counsel
 Kirven and Kirven                         Malizia, Spidi, Sloane & Fisch, P.C.
 104 Fort Street                           One Franklin Square
 Buffalo, WY  82834                        1301 K Street, N.W., Suite 700 East
                                           Washington, D.C.  20005

 Independent Auditors                      Transfer Agent and Registrar
 KPMG Peat Marwick LLP                     American Securities Transfer & Trust,
 1000 First Interstate Center                 Incorporated
 401 North 31st Street                     1825 Lawrence Street, Suite 444
 Billings, MT  59103                       Denver, CO  80202

                                   Form 10-KSB

Crazy  Woman  Creek  Bancorp  Incorporated's  Annual  Report  for the year ended
September 30, 1997 filed with the Securities and Exchange Commission on Form 10-
KSB, excluding exhibits, is available without charge upon written request. For a
copy of the Form 10-KSB or any other investor information,  please write or call
the Corporate Secretary at the Company's  Corporate Office in Buffalo,  Wyoming.
The Annual Meeting of Stockholders will be held on January 21, 1998 at 3:00 p.m.
at the Company's main office located at 106 Fort Street, Buffalo, Wyoming.