EXHIBIT 13
<PAGE>

                            CRAZY WOMAN CREEK BANCORP
                                  INCORPORATED
                            -------------------------



                               1998 ANNUAL REPORT








<PAGE>




                     CRAZY WOMAN CREEK BANCORP INCORPORATED
                               1998 ANNUAL REPORT


--------------------------------------------------------------------------------
                                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

Independent Auditors' Report  .....................................  12

Consolidated Balance Sheets........................................  13

Consolidated Statements of Income..................................  14

Consolidated Statements of Stockholders' Equity....................  15

Consolidated Statements of Cash Flows..............................  16

Notes to Consolidated Financial Statements.........................  17









<PAGE>






                     [CRAZY WOMAN CREEK BANCORP LETTERHEAD]






To Our Stockholders:



I am proud to present our third annual report after the completion of our mutual
to stock conversion in 1996. Since the conversion, the officers,  directors, and
staff have been  dedicated  to achieving  goals  leading to the  enhancement  of
shareholder  value.  The  continued  payment  of  dividends  and  an  additional
repurchase  of 5% of the  outstanding  shares  are  examples  of the  Board  and
management's efforts to enhance returns.

The goals set by management  for fiscal year 1998 included  increasing  deposits
and loan originations.  Both goals were reached. An addition of $3.40 million in
deposits  represents a 12% increase.  Our loan  portfolio  increased from $28.64
million to $29.99 million. Net earnings for the fiscal year ending September 30,
1998 were $712,400 compared to $690,895 in fiscal 1997. Total assets were $62.15
million  compared  to $59.95  million  at the end of  fiscal  year  1997.  Basic
earnings per share was $.79 at the end of the fiscal year.

During fiscal year 1998, a  concentrated  effort by the Board and management has
occurred to stay on schedule and to be  technologically  prepared in response to
the Year 2000 date  change.  Testing  during 1998 on the main system  server has
been successful, and total compliance is expected by June 30, 1999.

The officers and directors of Crazy Woman Creek Bancorp Incorporated are looking
forward to the  challenges  that will be presented  during  fiscal year 1999. In
addition to issues relating to the Year 2000, the industry is  experiencing  the
prospects of declining interest margins,  lower income levels, and the continued
slowing  of the world  economy.  The  focus of  management  will be to  continue
increasing loan originations and growing  deposits.  The development of products
and services  will  continue to be emphasized to benefit our customers and serve
the financial needs of the community.

I wish to  personally  invite all  stockholders  to our annual  meeting  that is
scheduled on January 20th at 3:00 P.M. at our office in Buffalo, Wyoming.

Sincerely,


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

<PAGE>



                                                               


                     CRAZY WOMAN CREEK BANCORP INCORPORATED

Corporate Profile

Crazy Woman Creek Bancorp  Incorporated (the "Company") is the parent company of
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  significant  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 federal law. 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, mortgage-backed securities, and other investments.

Stock Market Information

Since its initial public offering 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 highs and lows for each quarter  during the last
two years as reported by Nasdaq as well as cash  dividends  declared  during the
periods.
                                              HIGH       LOW    DIVIDENDS
                                              ----       ---    ---------
July 1, 1998 - September 30, 1998            $17.38   $ 12.50      $0.10
April 1, 1998 - June 30, 1998                 20.00     16.63       0.10
January 1, 1998 - March 31, 1998              17.25     15.13       0.10
October 1, 1997 - December 31, 1997           15.68     14.75       0.10
July 1, 1997 - September 30, 1997             15.13     13.25       0.10
April 1, 1997 - June 30, 1997                 13.75     13.00       0.10
January 1, 1997 - March 31, 1997              14.25     11.88       0.10
October 1, 1996 - December 31, 1996           12.00     11.25       0.10

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  17,  1998,   was
approximately  237.  This does not reflect the number of persons or entities who
held stock in nominee or "street"  name  through  various  brokerage  firms.  At
December 17, 1998, there were 909,261 shares outstanding.

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>
-------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands except per share date)
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
At or For the Year Ended September 30,                1998           1997           1996           1995          1994
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>            <C>           <C>            <C>    
Loan receivable, net                                  $29,986        $28,636        $25,859       $23,006        $22,503
Mortgage-backed securities, held to maturity            2,521(4)       3,644          4,228         3,148          2,473
Investment securities, held to maturity                 1,417(4)       5,365          6,075         6,806          5,385
Investment and mortgage-backed
    securities, available for sale                     24,635         19,155         13,365 (1)     2,230          2,276
Total assets                                           62,153         59,952         51,517 (1)    37,510         35,751
Deposits                                               32,913         29,506         29,371        28,209         38,980
FHLB advances                                          14,650         15,700          6,113         3,183          1,095
Total stockholders' equity                             14,036         14,210         15,508 (1)     5,857          5,449
Interest income                                         4,420          3,940          3,274 (1)     2,722          2,505
Interest expense                                        2,448          1,983          1,702         1,455          1,143
Net interest income                                     1,973          1,957          1,572         1,267          1,362
Provision for loan losses (loan loss benefit)              18              -              -            42            (10)
Net income                                                712            691            355 (2)       352            502

-------------------------------------------------------------------------------------------------------------------------
OTHER SELECTED DATA
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
At or For the Year Ended September 30,                1998           1997           1996           1995          1994
-------------------------------------------------------------------------------------------------------------------------
Performance Ratios:
Return on average assets (net income
    divided by average total assets) (2)                 1.16%          1.28%          0.80%         0.96%          1.48%
Return on average equity (net income
    divided by average equity) (1) (2)                   4.96%          4.74%          3.07%         6.10%          9.39%
Average interest-earning assets to average
    interest-bearing liabilities (1)                   130.65%        136.86%        133.47%       117.59%        117.23%
Net interest income after provision for
    loan losses, to average earning assets               3.25%          3.71%          3.47%         3.35%          4.04%
Net interest rate spread                                 2.03%          2.32%          2.26%         2.84%          3.53%
Average equity to average assets ratio
    (average equity divided by average
    total assets) (1)                                   23.46%         27.07%         25.50%        15.76%         15.74%
Equity to assets at period end (1)                      22.59%         23.70%         30.10%        15.61%         15.24%
Non-performing assets to total assets                    0.41%          0.38%          0.06%         0.33%          0.38%
Non-performing loans to net loans                        0.86%          0.79%          0.12%         0.30%          0.08%
Allowance for loan losses, REO and other
    repossessed assets to non-performing
    assets                                             110.66%        134.22%        862.50%       223.58%        151.09%
Allowance for loan losses to total
    loans, net                                           0.92%          1.04%          1.06%         1.18%          0.91%
Net charge-offs (recoveries) to loans receivable         0.12%         (0.09%)        (0.01%)       (0.11%)         0.41%
Basic earnings per share (3)                        $    0.79       $   0.73        $  0.36           n/a            n/a
Diluted earnings per share (3)                      $    0.77       $   0.73            n/a           n/a            n/a
Book value per share (3)                            $   15.44       $  14.88        $ 14.66           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 of $  186,569  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.
(4)  As of October 1, 1998 all  securities  will be  classified as available for
     sale.  The  company  has  elected  early  implementation  of  Statement  of
     Financial  Accounting  Standards  (SFAS) No. 133 "Accounting for Derivative
     Instruments  and  Hedging  Activities"  - See  discussion  of  SFAS  133 in
     "Management Discussion and Analysis of Financial Condition and Results of
     Operations - Financial Condition"

                                      -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 indexed,  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, 1998, the Bank's interest income
was $4.42 million,  or  approximately  97.9% 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.  For the year ended September 30, 1998, the Bank's net
interest rate spread was 2.03%. 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

         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 improve 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) brokering 30-year
fixed-rate  mortgage  loans for a third party and receiving a commission;  (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
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.


                                       -4-
<PAGE>
         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, 1998 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.   When  interest-earning   assets
approximate or exceed interest-bearing  liabilities,  any positive interest rate
spread will generate net interest income.
<TABLE>
<CAPTION>
                                    At September 30,                          Year Ended September 30,
                                    -----------------   ---------------------------------------------------------------------
                                          1998                        1998                                1997
                                    -----------------   ---------------------------------   ---------------------------------
                                                        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)                     8.04 %       $29,202    $ 2,412      8.26 %      $27,469    $ 2,277      8.29 % 
   Mortgage-backed securities               8.37           3,061        211      6.89          3,982        264      6.63
   Investment securities (2)               14.11           3,294        200      6.07          6,449        384      5.95
   Securities available for sale            6.21          23,619      1,530      6.48         14,396        976      6.78
   Other interest-earning assets            7.31             881         67      7.60            523         39      7.46   
                                                        ---------  ---------                ---------  ---------
     Total interest-earning assets          7.43          60,057      4,420      7.36         52,819      3,940      7.46   
                                                        ---------  ---------                ---------  ---------
   Non-interest-earning assets                             1,094                               1,042
                                                        =========                           =========
   Total assets                                          $61,151                             $53,861
                                                        =========                           =========
Interest-bearing liabilities
   Interest checking                        3.60           7,593        301      3.96          6,395        248      3.88         
   Time deposits/passbook                   5.05          22,964      1,238      5.39         22,105      1,175      5.32       
                                                        ---------  ---------                ---------  ---------
   Total deposit accounts                   4.68          30,557      1,539      5.04         28,500      1,423      4.99
   FHLB advances                            6.20          15,413        908      5.89         10,094        560      5.55     
                                                        ---------  ---------                ---------  ---------
     Total interest-bearing                 5.15          45,970      2,447      5.33         38,594      1,983      5.14
     liabilities                                        ---------  ---------                 ---------  ---------                

Non-interest-bearing liabilities                                                             
                                                             832                                 685
                                                        ---------                           ---------
   Total liabilities                                     $46,802                             $39,279
                                                        ---------                           ---------
   Total stockholders' equity                             14,349                              14,582
                                                        =========                           =========
   Total liabilities and stockholders' equity            $61,151                             $53,861
                                                        =========  --------                 =========  --------         
Net interest income                                                 $ 1,973                           $   1,957                  
                                                                   =========                           =========
Interest rate spread                                                             2.03 %                              2.32 %
                                                                              ========                            ========
Net interest margin                                                              3.29 %                              3.71 %
                                                                              ========                            ========
Ratio of average interest-earning assets
to average interest-bearing liabilities                                        130.64 %                            136.86 %
                                                                              ========                            ========
</TABLE>
---------------------------------
(1)  Average balances include non-accrual loans, and are net of reserve for loan
     losses and deferred loan fees.
(2) Also includes interest-bearing deposits in other financial institutions.

                                      -5-
<PAGE>



         Rate/Volume   Analysis.   The  table   following   sets  forth  certain
information  regarding  changes in interest  income and interest  expense of the
Bank 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,
                                                           1998 vs. 1997
                                                    Increase (Decrease) Due to
                                                                    Rate/
                                            Volume       Rate      Volume          Net
                                         ---------    --------   ---------    --------
                                                    In Thousands
<S>                                      <C>          <C>        <C>          <C>  
Interest Income:
     Loans receivable                     $   144      $   (8)    $    (1)     $   135
     Mortgage-backed securities               (61)         10          (2)         (53)
     Investment securities                   (188)          8          (4)        (184)
     Securities available for sale            625         (43)        (28)         554
     Other interest-earning assets             26           1           1           28
                                         ---------    --------   ---------    --------
         Total interest-earning assets    $   546      $  (32)    $   (34)     $   480
                                         =========    ========   =========    ========

Interest expense
     Deposit accounts                     $   103      $   12     $     1      $   116
     FHLB advances                            295          35          18          348            
                                         ---------    --------   ---------    -------- 
         Total interest-bearing           
         liabilities                      $   398      $   47     $    19      $   464
                                         =========    ========   =========    ======== 
Net change in net interest income         $   148      $  (79)    $   (53)     $    16
                                         =========    ========   =========    ======== 
</TABLE>

Financial Condition

         The Company's  assets increased by $2.20 million from $59.95 million at
September 30, 1997 to $62.15 million at September 30, 1998. 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 $3.40 million increase in deposits.

         The  Company's  net  investment  in   mortgage-backed   and  investment
securities  available for sale increased by $5.49 million from $19.15 million at
September  30,  1997  to  $24.64  million  at  September  30,  1998.  Meanwhile,
investment and  mortgage-backed  securities held to maturity  decreased by $5.07
million.  As of October 1, 1998 all  securities  will be classified as available
for sale. The Company has elected early implementation of Statement of Financial
Accounting  Standards (SFAS) No. 133 "Accounting for Derivative  Instruments and
Hedging  Activities".   The  statement  establishes   accounting  and  reporting
standards for all, existing and new, derivative  instruments,  including certain
derivative  instruments  embedded in other contracts and hedging  activities.  A
derivative  instrument is an  investment to mitigate the inherent  interest rate
risk embedded in a fixed rate financial instrument, by offsetting the instrument
with a hedged non-monetary contract or guarantee of a certain return in a rising
or falling rate environment.  SFAS 133 has no impact on the financial statements
except that it also allows for the  reclassification of the investment portfolio
from held-to-maturity to either trading or available-for-sale. The net effect on
the  balance  sheet was an increase in total  assets of  $83,696,  deferred  tax
liability of $ $28,457 and unrealized gains on securities  available for sale of
$55,239.

         The Company  continues to experience  loan growth.  From  September 30,
1997 to September 30, 1998 net loans receivable increased from $28.64 million to
$29.99 million,  representing an increase of $1.35 million or 4.71%. Residential
real estate loans  accounted  for 92.6% of the growth in loans while the balance
of the growth occurred in commercial real estate, consumer and commercial loans.

                                      -6-
<PAGE>

         Deposits  increased by $3.40  million from $29.51  million at September
30, 1997 to $32.91  million at  September  30, 1998.  Interest-bearing  checking
accounts  (NOW and money  market  checking)  increased  by $1.28  million  while
passbook  and  certificates  of deposits  increased by $2.03  million.  Business
checking showed a increase of $90,000 for period.  This increase in deposits was
primarily  used to pay down FHLB advances (see following  paragraph),  fund loan
originations and to purchase investment and mortgage backed securities available
for sale.

         The Company  decreased its level of borrowings from the FHLB of Seattle
from $15.70  million at September  30, 1997 to $14.65  million at September  30,
1998. This represents a decrease of $1.05 million. The decrease in FHLB advances
was primarily paid down with the increase in deposits. 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.

         Total stockholders'  equity declined by $174,000 from $14.21 million at
September 30, 1997 to $14.04 million at September 30, 1998 primarily as a result
of  stock  repurchases.   After  obtaining  regulatory  approval,   the  Company
repurchased  a total of 47,700  shares  of its  common  stock in June,  July and
August of 1998. The purchases totaled $828,000. Stockholders' equity was further
reduced by cash  dividends  declared  during fiscal year 1998.  These  dividends
totaled $0.40 per share or $352,923.

Non-performing Assets

         Non-performing  assets totaled  $256,000 at September 30, 1998 or 0.41%
of total  assets  compared to $225,000 at  September  30, 1997 or 0.38% 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 and $48,000 in consumer loans. At
September 30, 1998, the Company did not have any repossessed properties.

Comparison of Results of Operations  for the Years Ended  September 30, 1998 and
1997

         Net Income.  For the year ended  September 30, 1998 the Company  posted
net income of  $712,000  or basic  earnings  per share of $.79  compared  to net
income  of  $691,000  or basic  earnings  per  share of $.73 for the year  ended
September  30, 1997.  Net income was higher in 1998 than in 1997  primarily as a
result of other non-interest  income. Net income was also higher in 1998 because
average earning assets were higher in 1998 than in 1997.  Average earning assets
were higher in 1998 because of the  increase in  investments  in  mortgages  and
investment securities.

         Net  Interest  Income.  Net interest  income  increased by $16,000 from
$1.96  million for the year ended  September  30, 1997 to $1.97  million for the
year ended September 30, 1998. The increase in net interest income was primarily
attributed to an increase in the volume of interest  earning  assets to interest
bearing  liabilities.  The ratio of interest  earning assets to interest bearing
liabilities  decreased from 136.86% for the twelve month period ended  September
30, 1997 to 130.64% for the same period in 1998. Also  contributing to the small
increase in net interest  income was a decrease in the interest rate spread from
2.32% for the twelve  month  period  ended  September  30, 1997 to 2.03% for the
twelve month period ended September 30, 1998.

     Interest  Income.  Total interest  income  increased by $480,000 from $3.94
million  for the year ended  September  30,  1997 to $4.42  million for the year
ended September 30,1998.

         The increase in interest income was primarily  caused by an increase in
the volume of average  interest earning assets from 1997 to 1998. For the twelve
month period ended  September 30, 1997 average  interest  earning assets totaled
$52.82  million  compared to $60.06  million  for the same period in 1998.  This
increase in volume  caused  interest  income to  increase  by  $546,000  for the
periods covered.

                                      -7-
<PAGE>


A decrease  in the yield on  average  earning  assets  from 7.46% for the twelve
month  period  ended  September  30,  1997 to 7.36% for the same  period in 1998
caused interest income to decrease by approximately $32,000.

         Interest  Expense.  Interest  expense  increased by $465,000 from $1.98
million  for the year ended  September  30,  1997 to $2.45  million for the year
ended  September  30,  1998  primarily  as a result of an  increase  in interest
bearing  deposits  and FHLB  advance and an increase in the cost of these funds.
Average  interest  bearing  deposits  increased by $2,057,000 from September 30,
1997 to September  30, 1998  contributing  to the $116,000  increase in interest
expense.  A increase in the cost of interest bearing deposits from 4.99% for the
twelve  month  period  ended  September  30, 1997 to 5.04% for the twelve  month
period  ended   September  30,  1998  helped   increase   interest   expense  by
approximately $12,000.

         Average  FHLB  advances  increased  from $10.09  million for the twelve
month period  ended  September  30, 1997 to $15.41  million for the twelve month
period ended September 30, 1998. This increase in volume caused interest expense
to increase by $295,000.  A slight  increase in the cost of FHLB  advances  from
5.55% in 1997 to  5.89%  1998  accounted  for a  $35,000  increase  in  interest
expense.

The total cost of average  interest  bearing  liabilities was 5.33% for 1998 and
5.14% for 1997.

         Provision  for Loan Losses.  A provision for loan losses of $18,000 was
taken during 1998 and no provisions  for loan losses were made in 1997. In 1998,
recoveries totaled $14,000 while charge-offs  totaled $50,000.  Loan charge-offs
were greater than  recoveries  in 1998  resulting in a net decrease to loan loss
reserves of $18,000.  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, 1998, the allowance
represented  0.92%  of net  loans  receivable  as  compared  to  1.04%  of loans
receivable at September 30, 1997.

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

         Non-Interest  Income.  Non-interest  income  increased  by $32,000 from
$64,000  for the year ended  September  30,  1997 to $96,000  for the year ended
September 30, 1998 primarily due to loan fees, service charges and gains on sale
of investment  securities.  Customer  service  charges  increased by $8,000 as a
result of deposit  account  overdrafts.  Other  operating  income  increased  by
$13,000  as a result of fees  associated  with the loan  portfolio.  These  fees
increased  due to the volume of  refinancing  and loan  modifications.  In 1998,
securities  gains  totaled  $3,000.  Meanwhile  in 1997,  losses  on the sale of
investment securities totaled $8,000.

         Non-Interest  Expense.  The Company  experienced  a $8,000  increase in
non-interest  expense  from  $989,000 for the year ended  September  30, 1997 to
$997,000 for the year ended September 30, 1998. Compensation and benefit expense
was $7,000 higher in 1998 than in 1997 primarily as a result of costs associated
with the Bank's  ESOP and  Management  Stock  Bonus Plan  ("MSBP").  General pay
increases in 1998 also caused compensation expense to increase.

         Insurance  premiums paid to the Federal Deposit  Insurance  Corporation
(the "FDIC")  declined by $8,000 from $27,000 for the year ended  September  30,
1997 to  $19,000  for the year  ended  September  30,  1998 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 $16,000 higher in 1998 than in
1997.

                                      -8-
<PAGE>



     Income  Taxes.  The  effective  tax rates for 1998 and 1997 were 32.42% and
33.10%, 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 61.08% at September  30, 1998
compared to 13.14% at September 30, 1997.  Recent  regulatory  changes regarding
assets  eligible for  liquidity  caused the  significant  increase in the Bank's
regulatory  liquidity  ratios  from  1997 to 1998.  Specifically,  the  maturity
restrictions  were  lifted  on U.S.  Agency  related  securities.  The ratio for
September 30, 1997 under these new regulations would have been 73.47%.

         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  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,  1998 and  1997,  the Bank had
positive net cash flows of $780,000 and $737,000 from  operating  activities and
$1.21 million and $7.46 million from  financing  activities,  respectively.  The
Company, however, experienced negative net cash flows of $1.62 million and $7.46
million, respectively, from investing activities.

         The  primary  investing  activity  of the  Bank is the  origination  of
fixed-rate  mortgages with  maturities of less than 20 years and the purchase of
investment securities. During fiscal 1998 and 1997, the Bank originated mortgage
loans in the amounts of $11.54  million and $10.01  million,  respectively.  The
proceeds from new deposits were used to fund such  investment  activities as the
origination  of loans and the purchase of  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 1998 and
1997.

         During fiscal 1998 and 1997,  investing  activities  used $1.62 million
and $7.46 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,  borrowings,  dividends paid
and stock repurchases in 1998. The primary financing  activities of the Bank are
the attraction of deposits and borrowing funds from the FHLB of Seattle.  During
fiscal year 1998,  deposits  increased $3.40 million.  The Bank also supplements
its deposits with advances from the FHLB of Seattle to manage interest rate risk
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 year 1998,  FHLB
advances decreased by $1.05 million. The net of the increase in deposits and the
decrease in 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, 1998, the Bank had commitments
to originate loans of $821,000. Certificates of deposit


                                      -9-
<PAGE>

and State of Wyoming  deposits  which are  scheduled  to mature in less than one
year  at  September  30,  1998  totaled  $15.63  million.  Based  on  historical
experience, management believes that a significant portion of such deposits will
remain with the Bank.

Year 2000

         The Year 2000 problem  exists  because many computer  programs use only
the  last  two  digits  to  refer  to  a  year.  This  convention  could  affect
date-sensitive  calculations that treat "00" as the year 1900, rather that 2000.
An additional issue is that 1900 was not a leap year,  whereas the year 2000 is.
Therefore,  some programs may not properly  provide for February 29, 2000.  This
anomaly could result is miscalculations when processing critical  date-sensitive
information after December 31, 1999.

         The following  discussion of the  implications of the Year 2000 problem
for the Company contains numerous forward-looking statements based on inherently
uncertain information. The cost of the project and the date on which the Company
plans to complete the internal Year 2000 modifications are based on management's
best estimates,  which were derived  utilizing a number of assumptions of future
events including the continued  availability of internal and external resources,
third party modifications and other factors.  However, there can be no guarantee
that these estimates will be achieved and actual results could differ. Moreover,
although management believes it will be able to make the necessary modifications
in advance,  there can be no guarantees that failure to modify the systems would
not have a material adverse affect on the Company.

         In addition,  the Company places a high degree of reliance on its third
party processor and computer systems of other financial  institutions.  Although
the Company is  assessing  the  readiness of these other  parties and  preparing
contingency  plans,  there can be no  guarantee  that the failure of these other
parties to modify their systems in advance of December 31, 1999 would not have a
material adverse affect on the Company.

         During  fiscal 1998,  the Company  adopted a Year 2000 Action Plan (the
"Plan") and established a Year 2000 Committee (the "Committee").  The objectives
of the Plan and the Committee are to prepare the Company for the new millennium.
As  recommended  by  the  Federal  Financial  Institutions  Examination  Council
("FFIEC"),  the Plan encompasses the following  phases:  Awareness,  Assessment,
Renovation, Validation and Implementation.  These phases will enable the Company
to identify risks, develop an action plan, perform adequate testing and complete
certification that its processing systems will be Year 2000 ready.  Execution of
the Plan is  currently on target.  The Company is  currently  in the  Renovation
phase, which includes program changes, hardware and software upgrades and system
replacements,  if necessary.  Concurrently,  the Company is also addressing some
issues  related  to  subsequent  phases.  Prioritization  of the  most  critical
applications has been addressed, along with contract and service agreements. The
primary  operating  software  for the Company is obtained and  maintained  by an
external  service  center (the  "Service  Center").  The Company has  maintained
ongoing contact with the Service Center so that modification of the software for
the Year 2000  readiness is a top  priority and is expected to be  accomplished,
though there is no assurance,  by June 30, 1999. The Service Center is completed
with their Renovation  phase and is in the process of the Validation  phase. The
Company has contacted all other major vendors and suppliers regarding their Year
2000 state of  readiness.  Each of these  third  parties has  delivered  written
assurance  to the Company that they expect the be Year 2000  compliant  prior to
the Year 2000. These third parties also supply, at least quarterly, an update of
their   progress.   The  Company  has  contacted  all  material   customers  and
non-information  technology suppliers (i.e., utility systems,  telephone systems
and  security  systems),  regarding  their  Year 2000  state of  readiness.  The
Renovation phase is targeted for completion by December 31, 1998. The Validation
phase  involves  testing of changes to hardware  and  software,  accompanied  by
monitoring  and testing  with  vendors.  The  Validation  phase is targeted  for
completion by June 30, 1999. The Implementation phase is

                                      -10-


<PAGE>


to certify that systems are Year 2000 ready,  along with assurances that any new
systems are compliant on a  going-forward  basis.  The  Implementation  phase is
targeted for completion by September 30, 1999.

         Costs  will  be  incurred  due  to  the  replacement  of  non-compliant
computers and software. The Company does not anticipate that the related overall
costs will be material in any single year. In total, the Company  estimated that
its cost for compliance will amount to approximately $15,000 over the three year
period  from  1998-2000,  of  which  approximately  $2,000  was  incurred  as of
September 30, 1998. The Company does not separately track the internal personnel
costs incurred for the Year 2000 compliance.  No assurance can be given that the
Year 2000  Compliance  Plan will be completed  successfully by the Year 2000, in
which event the Company could incur significant  costs. If the Service Center is
unable to resolve  the  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 statements of the Company.

         One of the guidelines from the FFIEC is to establish a Contingency Plan
for all possible Year 2000 failures.  During fiscal 1998, the Company  adopted a
Year 2000 Contingency  Plan. The objective of the Contingency Plan is to prepare
for any Year 2000 failures.  These failures could result from internal  software
and hardware,  the Service Center,  and/or third parties (utilities,  telephone,
suppliers,  and other banks).  The Contingency Plan is continually being revised
based on new  information  and  updates  on the Year 2000  conversions  of third
parties and other vendors.

Impact of Inflation and Changing Prices

         The financial  statements of the Company 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  Company's
operations.  Unlike  most  industrial  companies,  nearly  all  the  assets  and
liabilities of the Company are monetary.

         As a result,  interest  rates  have a greater  impact on the  Company'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 operations  may be adversely  affected by a sudden and
prolonged  increase in interest rates. See also  "-Asset/Liability  and Interest
Rate Risk."


                                      -11-

<PAGE>

KPMG Peat Marwick LLP
   1000 First Interstate Center
   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, 1998 and 1997, and
the related consolidated  statements of income,  stockholders'  equity, and cash
flows for the years then ended. These consolidated  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, 1998 and 1997, and the
results of their  operations  and their cash flows for the years then ended,  in
conformity with generally accepted accounting principles.






/s/ KPMG Peat Marwick LLP

Billings, Montana
October 23, 1998


                                      -12-
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                           Consolidated Balance Sheets

                           September 30, 1998 and 1997

<TABLE>
<CAPTION>
                               Assets                           1998              1997
                               ------                        ------------    ------------         
<S>                                                        <C>               <C>       
Cash and cash equivalents                                    $  1,561,535       1,193,775
Interest bearing deposits                                          99,000          99,000
Investment and mortgage-backed securities
      available-for-sale                                       24,635,379      19,154,984
Investment and mortgage-backed securities held-to-
     maturity (estimated market value of $4,021,391 at
     September 30, 1998 and $9,066,836 at September 30,         3,937,696       9,009,175
     1997, respectively)
Stock in Federal Home Loan Bank of Seattle, at cost               917,100         801,500
Loans receivable, net                                          29,986,223      28,636,220
Accrued interest receivable                                       538,459         558,782
Premises and equipment, net                                       397,538         443,323
Income tax receivable                                              38,597              --
Other assets                                                       42,120          55,518
                                                             ------------    ------------

                                                             $ 62,153,647      59,952,277
                                                             ============    ============

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

Liabilities:
     Deposits                                                $ 32,913,120      29,506,343
     Advances from Federal Home Loan Bank                      14,650,000      15,700,000
     Advance payments by borrowers for taxes and insurance         64,438          54,388
     Income taxes payable                                              --         155,103
     Deferred income taxes                                        210,706         115,346
     Dividends payable                                             90,926          95,485
     Accrued expenses and other liabilities                       188,728         115,273
                                                             ------------    ------------

           Total liabilities                                   48,117,918      45,741,938

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                                10,083,224      10,041,629
     Unearned ESOP/MSBP shares                                   (670,711)       (809,272)
     Retained earnings                                          6,736,570       6,377,093
     Unrealized gain on securities available-for-sale, net        207,612          77,007
     Treasury stock at cost, 148,739 and 103,155 shares
        at September 30, 1998 and 1997, respectively           (2,426,766)     (1,581,918)
                                                             ------------    ------------

           Total stockholders' equity                          14,035,729      14,210,339
                                                             ------------    ------------

                                                             $ 62,153,647      59,952,277
                                                             ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      -13-
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                        Consolidated Statements of Income

                     Years ended September 30, 1998 and 1997
<TABLE>
<CAPTION>
                                                                       1998         1997
                                                                 ----------   ----------
<S>                                                            <C>           <C>      
Interest income:
     Loans receivable                                            $2,412,177    2,277,142
     Mortgage-backed securities                                     635,229      589,004
     Investment securities                                        1,243,968    1,001,049
     Interest bearing deposits                                        4,900        5,047
     Other                                                          124,030       68,471
                                                                 ----------   ----------

           Total interest income                                  4,420,304    3,940,713

Interest expense:
     Deposits                                                     1,539,445    1,422,732
     Advances from Federal Home Loan Bank                           908,274      560,672
                                                                 ----------   ----------

           Total interest expense                                 2,447,719    1,983,404
                                                                 ----------   ----------

           Net interest income                                    1,972,585    1,957,309

Provision for loan losses                                            18,000           --
                                                                 ----------   ----------

           Net interest income after provision for loan losses    1,954,585    1,957,309
                                                                 ----------   ----------

Non-interest income:
     Customer service charges                                        49,881       41,803
     Other operating income                                          43,034       30,015
     Gain (loss) on sale of securities, net                           3,417       (7,875)
                                                                 ----------   ----------

           Total non-interest income                                 96,332       63,943
                                                                 ----------   ----------

Non-interest expense:
     Compensation and benefits                                      533,883      526,865
     Occupancy and equipment                                         88,753      101,091
     FDIC/SAIF deposit insurance premiums                            18,552       26,703
     Advertising                                                     36,446       40,184
     Data processing services                                        99,866       94,195
     Other                                                          219,317      199,493
                                                                 ----------   ----------

           Total non-interest expense                               996,817      988,531
                                                                 ----------   ----------

           Income before income taxes                             1,054,100    1,032,721
Income tax expense                                                  341,700      341,826
                                                                 ----------   ----------

           Net income                                            $  712,400      690,895
                                                                 ==========   ==========

Basic earnings per share                                         $     0.79         0.73
                                                                 ==========   ==========

Diluted earnings per share                                       $     0.77         0.73
                                                                 ==========   ==========
</TABLE>


See accompanying notes to consolidated financial statements.

                                      -14-
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                 Consolidated Statements of Stockholders' Equity

                     Years ended September 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                            Unearned             Unrealized
                                                                Additional    ESOP/              securities               Total
                                                    Common       paid-in      MSBP    Retained      gain     Treasury  stockholders'
                                                     stock       capital     shares   earnings  (loss), net   stock       equity
                                                  ---------- -----------  -------------------- ----------- ----------  ------------ 
<S>                                               <C>        <C>          <C>       <C>          <C>      <C>          <C>       
Balances at September 30, 1996                     $ 105,800  10,027,393   (617,143) 6,057,879   (65,921)          --   15,508,008

Repurchase of 103,155 shares 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

Repurchase of 47,700 shares of common stock               --          --         --         --        --     (827,979)    (827,979)

Tax benefit from stock related compensation               --      13,507         --         --        --           --       13,507

Stock options exercised (2,116 shares)                    --          --         --         --        --       24,863       24,863

3,386 MSBP shares forfeited                               --          --     41,732         --        --      (41,732)          --

ESOP shares committed to be released                      --      28,088     45,715         --        --           --       73,803

MSBP shares vested                                        --          --     51,114         --        --           --       51,114

Change in net unrealized gain (loss) on securities                                                                         130,605
    available-for-sale                                    --          --         --         --                130,605           

Net income                                                --          --         --    712,400        --           --      712,400

Cash dividends declared ($.40 per share)                  --          --         --   (352,923)       --           --     (352,923)
                                                   ---------  ----------   --------  ---------   -------   ----------  -----------

Balance at September 30, 1998                      $ 105,800  10,083,224   (670,711) 6,736,570   207,612   (2,426,766)  14,035,729
                                                   =========  ==========   ========  =========   =======   ==========  ===========

</TABLE>

See accompanying notes to consolidated financial statements.

                                      -15-
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                     Years ended September 30, 1998 and 1997
<TABLE>
<CAPTION>
                                                               1998            1997
                                                           ------------    ------------
<S>                                                       <C>              <C>      
Cash flows from operating activities:
    Net income                                             $    712,400         690,895
    Adjustments to reconcile net income to net cash
      provided by operating activities:
         Provision for loan losses                               18,000              --
         Amortization of:
           Premiums and discounts on securities
              held-to-maturity, net                               4,777           5,673
           Premiums and discounts on securities
              available-for-sale, net                             5,685           7,822
         Federal Home Loan Bank stock dividend                  (67,100)        (38,600)
         Depreciation                                            51,037          65,675
         Loss (gain) on sale of securities                       (3,417)          7,875
         Dividends reinvested                                   (31,291)         (2,060)
         Deferred loan origination fees, net                      6,793           5,623
         Loss on sale of premises and equipment                   2,877           3,542
         ESOP shares committed to be released                    73,803          59,950
         MSBP compensation expense                               51,114          59,461
         Change in:
           Accrued interest receivable                           20,323         (63,032)
           Other assets                                          13,398         (12,854)
           Income taxes payable                                (193,700)        140,150
           Deferred income taxes                                 41,585         (39,208)
           Accrued expenses and other liabilities                73,455        (154,108)
                                                           ------------    ------------
              Net cash provided by operating activities         779,739         736,804
                                                           ------------    ------------
Cash flows from investing activities:
    Purchases of securities available-for-sale              (25,352,022)    (17,384,000)
    Proceeds from maturities, calls and prepayments of
      securities available-for-sale                          18,118,582       5,627,186
    Proceeds from sales of securities available-for-sale      1,979,955       6,169,448
    Purchases of securities held-to-maturity                         --        (410,000)
    Proceeds from maturities and calls of securities
       held-to-maturity                                       5,066,702       1,697,797
    Purchase of Fedeal Home Loan Bank stock                     (48,500)       (363,000)
    Origination of loans receivable                         (11,542,319)    (10,005,257)
    Repayment of principal on loans receivable               10,167,523       7,222,174
    Purchases of premises and equipment                          (8,129)        (10,485)
                                                           ------------    ------------

              Net cash used in investing activities          (1,618,208)     (7,456,137)
                                                           ------------    ------------
Cash flows from financing activities:
    Net increase in deposits                                  3,406,777         135,358
    Advances from Federal Home Loan Bank                     11,650,000      14,800,000
    Repayment of advances from Federal Home Loan Bank ..    (12,700,000)     (5,213,438)
    Net change in advances from borrowers for taxes
      and insurance                                              10,050             961
    Exercise of stock options                                    24,863              --
    Repurchase of common stock                                 (827,979)     (1,879,222)
    Dividends paid to stockholders                             (357,482)       (381,996)
                                                           ------------    ------------

              Net cash provided by financing activities       1,206,229       7,461,663
                                                           ------------    ------------

Net increase in cash and cash equivalents                       367,760         742,330
Cash and cash equivalents at beginning of year                1,193,775         451,445
                                                           ------------    ------------

Cash and cash equivalents at end of year                   $  1,561,535       1,193,775
                                                           ============    ============
Cash paid during the year for:
    Interest                                               $  2,416,000       1,474,000
    Income taxes                                                494,000         241,000
                                                           ============    ============
</TABLE>
See accompanying notes to consolidated financial statements.

                                      -16-
<PAGE>



              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997


(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 Holding
       Company and BFSB are herein  referred to  collectively  as "the Company."
       All  significant   intercompany   balances  and  transactions  have  been
       eliminated in consolidation.

       BFSB provides  services to customers in the Buffalo,  Wyoming area.  BFSB
       offers a variety of deposit products to its customers while concentrating
       its lending  activities on real estate loans.  These real estate  lending
       activities focus primarily on the origination of loans secured by one- to
       four-family  residential  real estate but also include the origination of
       multi-family,  commercial  real  estate and home  equity  loans.  BFSB is
       subject to competition from other financial service providers and is also
       subject to the  regulations  of certain  federal and state  agencies  and
       undergoes periodic examinations by those regulatory authorities.


       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 allowance for loan losses.
       Such  agencies may require BFSB 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  federally-chartered  capital
       stock  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.


       Cash Equivalents

       For purposes of the statements of cash flows,  the Company  considers all
       cash,  daily  interest  demand  deposits,  amounts  due  from  banks  and
       interest-bearing  deposits with banks with  original  maturities of three
       months or less to be cash equivalents.


                                        -17-                         (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997

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 Company 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   held-to-maturity  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.  Loans are placed on  nonaccrual  status when  collection  of
principal or interest is considered  doubtful  (generally loans past due 90 days
or  more).  Interest  income  previously  accrued  on these  loans,  but not yet
received, is reversed in the current period.  Interest subsequently recovered is
credited to income in the period collected.

The  allowance  for  loan  losses  is based on  management's  evaluation  of the
adequacy of the  allowance,  including an assessment of known and inherent risks
in the portfolio,  review of individual  loans for adverse  situations  that may
affect the borrower's  ability to repay,  the estimated  value of any underlying
collateral, and consideration of current economic conditions.

Additions  to the  allowance  arise  from  charges  to  operations  through  the
provision  for loan losses or from the  recovery of amounts  previously  charged
off. The  allowance is reduced by loan  charge-offs.  Loans are charged off when
management  believes  there  has been  permanent  impairment  of their  carrying
values.

The Company also  provides an allowance  for losses on specific  loans which are
deemed  to  be  impaired.  Groups  of  small  balance  homogeneous  basis  loans
(generally   the  Company's   consumer   loans)  are  evaluated  for  impairment
collectively. A loan is considered impaired when, based upon current information
and events,  it is probable  that the  Company  will be unable to collect,  on a
timely basis, all principal and interest  according to the contractual  terms of
the  loan's  original  agreement.  When a  specific  loan  is  determined  to be
impaired,  the allowance for possible loan losses is increased  through a charge
to  expense  for the  amount  of the  impairment.  For all  non-consumer  loans,
impairment  is measured  based on the value of the  underlying  collateral.  The
value of the underlying collateral is determined by reducing the

 
                                      -18-                           (Continued)

<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997


collateral's  estimated current value by anticipated  selling costs. The Company
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 fee or cost is recognized as interest  income using the  level-yield
method over the contractual life of the loans, adjusted for prepayments based on
actual prepayment experience. Amortization of deferred loan origination fees and
costs are  suspended  during  periods in which the related loan is on nonaccrual
status.

Premises and Equipment

Premises  and  equipment  are  stated  at cost  less  accumulated  depreciation.
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.

Long-Lived Assets

Long-lived  assets  and  certain  identifiable   intangibles  are  reviewed  for
impairment whenever events or circumstances  indicate the carrying amount of the
asset may not be recoverable. An impairment loss is recognized if the sum of the
expected  future cash flows is less than the  carrying  amount of the asset.  No
assets were identified as impaired as of September 30, 1998 or 1997.

Income Taxes

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

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

Compensation  cost for stock-based  compensation to employees is measured at the
grant date using the intrinsic  value method.  Under the intrinsic value 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 ultimately acquire the stock and is
recognized as compensation expense over any related service period.

Net Income Per Share

The Company adopted Statement of Financial  Accounting Standards (SFAS) No. 128,
"Earnings  Per Share."  SFAS No. 128 revises  the manner in which  earnings  per
share (EPS) is  calculated by replacing  the  presentation  of primary and fully
diluted EPS with a presentation  of basic and diluted EPS.  Fiscal 1998 EPS have
been presented in accordance  with SFAS No. 128 and all prior periods  presented
have been restated to conform with SFAS No. 128.


                                       -19-                          (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997

Basic  earnings  per common  share is  calculated  by dividing net income by the
weighted  average  number of common  shares  outstanding  during the period less
unvested  management  stock  bonus plan and  unallocated  ESOP  shares.  Diluted
earnings per common share is  calculated  by dividing net income by the weighted
average  number of common shares used to compute basic EPS plus the  incremental
amount of potential common stock determined by the treasury stock method.


Reclassifications

Certain reclassifications have been made to the fiscal 1997 financial statements
to conform with the fiscal 1998 presentation.


New Accounting Pronouncements

In June 1997, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
130,  "Reporting  Comprehensive  Income"  which the Company  will be required to
adopt  on  October  1,  1998.   SFAS  No.  130  requires   companies  to  report
comprehensive  income.  Comprehensive income will include net income, as well as
other changes in stockholders' equity that result from transactions and economic
events  other than those  with  stockholders.  The  Company's  only  significant
element   of   comprehensive   income  is   unrealized   gains  and   losses  on
available-for-sale securities.

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain derivative  instruments  embedded in other contracts) be recorded in the
balance sheet as either an asset or liability  measured at its fair value.  SFAS
No. 133  requires  that  changes in the  derivative's  fair value be  recognized
currently  in  earnings  unless  specific  hedge  accounting  criteria  are met.
Management  of the Company is  currently  assessing  the effect,  if any, on its
financial  statements of implementing SFAS No. 133. The Company will be required
to adopt the standard on October 1, 1999.


(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
as follows:

                                              Gross       Gross       Estimated
                              Amortized    unrealized  unrealized       fair
        1998                     cost         gains      losses         value
                           ----------------------------------------------------

U.S. agency obligations     $ 16,286,927      168,270          --    16,455,197
Municipal securities           1,084,511       13,732          --     1,098,243
Mutual funds                   1,032,100       68,120          --     1,100,220
Mortgage-backed securities:
    GNMA certificates          2,744,944       24,669        (729)    2,768,884
    FHLMC certificates           872,359       33,903        -          906,262
    REMIC certificates         2,299,974        9,114      (2,515)    2,306,573
                            ------------  ------------  ----------  -----------
                               5,917,277       67,686      (3,244)    5,981,719
                            ------------  ------------  ----------  -----------

                            $ 24,320,815      317,808      (3,244)   24,635,379
                            ============  ============  ==========  ===========


                                       -20-                          (Continued)
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997



                                               Gross       Gross     Estimated
                                 Amortized  unrealized  unrealized     fair
         1997                      cost        gains       losses      value
                              --------------------------------------------------

U.S. agency obligations       $  11,501,113    56,109    (5,776)    11,551,446
Mutual funds                        601,310    58,592        --        659,902
Mortgage-backed securities:
    GNMA certificates             2,354,571     7,683    (9,349)     2,352,905
    FHLMC certificates            2,021,778     7,945    (2,309)     2,027,414
    REMIC certificates        $   2,559,535     4,448      (666)     2,563,317
                              ------------- --------- ----------  ------------
                                  6,935,884    20,076   (12,324)     6,943,636
                              ------------- --------- ----------  ------------

                              $  19,038,307   134,777   (18,100)    19,154,984
                              ============= ========= ==========  ============

The  REMICs  consist of seven  certificates  which are backed by the FNMA or the
FHLMC.

Maturities of securities  available-for-sale  (other than equity  securities) at
September 30, 1998 are shown below.  Mortgage-backed  securities are included in
this maturity  schedule  based on current  estimates of their  expected  average
lives.

                                                                  Estimated
                                                    Amortized        Fair
                                                      Cost          Value
                                                  ------------  -----------

      Due within one year                       $   12,743,659   12,833,879
      Due after one year through five years          6,612,932    6,725,576
      Due after five years through ten years         3,427,612    3,459,585
      Due after ten years                              504,512      516,119
                                                  ------------- -----------  

                                                $   23,288,715   23,535,159
                                                  ============= ===========  

Gross realized gains on the sale of investment  and  mortgage-backed  securities
available-for-sale  were $3,417 during the year ended September 30, 1998.  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.

The Company  has not entered  into any  interest  rate swaps,  options or future
contracts.  All of the U.S.  agency  obligations  and  municipal  securities  at
September 30, 1998 have call features.



                                       -21-                          (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997


(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:

                                               Gross      Gross      Estimated
                                 Amortized   unrealized  unrealized      fair
         1998                      cost        gains      losses        value
                             ---------------------------------------------------

U.S. agency obligations        $   845,000       3,888         --       848,888
Municipal securities               571,632      12,162          (1)     583,793
Mortgage-backed securities:
    FNMA certificates              542,469      14,270         --       556,739
    GNMA certificates              996,320      28,545         --     1,024,865
    FHLMC certificates             982,275      24,831         --     1,007,106
                               ----------- -----------  ----------  -----------
                                 2,521,064      67,646         --     2,588,710
                               ----------- -----------  ----------  -----------

                               $ 3,937,696      83,696          (1)   4,021,391
                               =========== ===========  ==========  ============
  
                                               Gross       Gross      Estimated
                                 Amortized   unrealized  unrealized      fair
               1997                cost        gains      losses        value
                               -------------------------------------------------

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
                               =========== ===========  =========== ===========

Maturities of securities held-to-maturity at September 30, 1998 are shown below.
Mortgage-backed  securities  are  included in this  maturity  schedule  based on
current estimates of their expected average lives.

                                                          Estimated
                                               Amortized     Fair
                                                 Cost        Value
                                              ----------  ----------

   Due within one year                      $    480,000     480,748
   Due after one year through five years       3,457,696   3,540,643
                                              ----------  ----------

                                            $  3,937,696   4,021,391
                                              ==========  ==========

                                      -22-                           (Continued)
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997


No gains or losses were realized on the sale of investment  and  mortgage-backed
securities  held-to-maturity during the years ended September 30, 1998 and 1997.
Amortized cost of the securities sold in fiscal 1998 and 1997 was  approximately
$500,000 and $650,000,  respectively.  Such sales were appropriately  considered
maturities for purposes of classification on the statements of cash flows.

Municipal  securities  with an amortized  cost of $201,633 and a market value of
$207,857 have call features.

(4)    Loans Receivable, Net
       Loans receivable, net at September 30 are summarized as follows:

                                                           1998        1997
                                                        ----------  -----------

Real estate mortgage loans, including commercial
    real estate                                       $ 26,233,858   24,415,049
Consumer loans                                           1,647,654    1,695,977
Home equity loans                                        1,465,238    1,652,850
Agricultural loans                                         900,963      847,667
Commercial loans                                           109,437      252,744
Savings account and other loans                            341,622      319,837
                                                        -----------  ----------
                                                        30,698,772   29,184,124

Less:
    Loans in process                                       271,388       95,214
    Allowance for loan losses                              283,757      302,079
    Net deferred loan origination fees                     157,404      150,611
                                                        -----------------------

                                                      $ 29,986,223   28,636,220
                                                        ==========  ===========

Adjustable rate mortgages  included in the loans  receivable  balance above were
approximately   $113,000  and   $217,000  at   September   30,  1998  and  1997,
respectively.

Real estate loans serviced for others were approximately  $74,000 and $77,000 at
September 30, 1998 and 1997, respectively.

First  mortgage  loans pledged as collateral for public funds or for other funds
on deposit with BFSB  approximated  $6,338,000  and  $5,098,000 at September 30,
1998 and 1997, respectively.

A summary of activity in the allowance for loan losses is as follows:

                                                            1998         1997
                                                          --------  ---------

 Balance at beginning of year                          $  302,079     275,588
 Provision                                                 18,000          --  
 Losses charged against the allowance                     (50,674)     (4,108)
 Recoveries of amounts previously charged off              14,352      30,599
                                                          -------   ---------

 Balance at end of year                                $  283,757     302,079
                                                          =======   =========



                                       -23-                          (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997

Renegotiated  loans for which  interest has been reduced  totaled  approximately
$21,000 and $52,000 at September 30, 1998 and 1997, respectively.  The resulting
impact on interest income is nominal.

BFSB is not committed to lend additional  funds to debtors whose loans have been
modified. BFSB's impaired loans, which include those loans currently reported as
nonaccrual,  amounted to  approximately  $256,000 and $225,000 at September  30,
1998 and 1997,  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:

                                                      1998         1997
                                                    --------    ----------

      Investment securities                      $   268,639       285,597
      Mortgage-backed securities                      46,132        56,088
      Loans receivable                               223,688       217,097
                                                    --------    ----------

                                                 $   538,459       558,782
                                                    ========    ==========

(6)    Premises and Equipment

       Premises and equipment at September 30 is summarized as follows:

                                                      1998         1997
                                                    --------    ----------

      Land and building                          $   502,078       507,395
      Furniture, fixtures and equipment              324,721       418,048
                                                    --------    ----------
                                                     826,799       925,443
      Less accumulated depreciation                  429,261       482,120
                                                    --------    ----------

                                                 $   397,538       443,323
                                                    ========    ==========

(7)    Deposits

       Deposits at September 30 are summarized as follows:
<TABLE>
<CAPTION>
                                                                  1998                      1997
                                      1998 weighted   -------------------------  ------------------------
                                       average rate      Amount        Percent     Amount        Percent
                                   -----------------  ------------    ---------  -----------    ---------
<S>                                   <C>             <C>             <C>      <C>            <C>
      NOW accounts and MMDA            3.00 to 4.75%  $  8,586,816       26.1% $  7,213,639       24.4%
      Passbook savings                 3.75 to 3.92      3,898,287       11.8     3,710,601       12.6
      Certificates of deposit, by
          interest rate                4.01 to 5.00      1,300,661        4.0       225,789         .8
                                       5.01 to 6.00     15,066,448       45.8    14,248,859       48.3
                                       6.01 to 7.00      4,031,456       12.2     3,980,021       13.5
                                       7.01 to 8.00         29,452         .1       127,434         .4
                                                        ------------  -------    ----------    -------
                                                        20,428,017       62.1    18,582,103       63.0
                                                        ------------  -------    ----------    -------

             Total deposits            4.99%          $ 32,913,120      100.0% $ 29,506,343      100.0%
                                                        ============  =======    ==========    =======

</TABLE>
                                       -24-                          (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997

Certificates  of deposit  and  savings  accounts  of  $100,000  or greater  were
approximately  $7,000,000  and  $4,700,000  at  September  30,  1998  and  1997,
respectively. Amounts in excess of $100,000 are not insured by a federal agency.

Certificates  of  deposit  at  September  30,  1998 are  scheduled  to mature as
follows:

 Due in:
     One year or less                              $ 15,633,771
     Greater than one year through three years        4,578,964
     Greater than three years through five years        215,282
                                                   ------------

                                                   $ 20,428,017
                                                   ============

Interest  expense on deposits for the years ended  September 30 is summarized as
follows:

                                                        1998           1997
                                                   ------------   ------------

 NOW accounts and MMDA                             $    300,856        248,047
 Certificates of deposit and savings                  1,238,589      1,174,685
                                                   ------------   ------------

                                                   $  1,539,445      1,422,732
                                                   ============   ============

Accrued  interest  payable on deposits  (included in accrued  expenses and other
liabilities) was  approximately  $146,000 and $115,000 at September 30, 1998 and
1997, respectively.


(8)    Advances From Federal Home Loan Bank

Advances  from the Federal  Home Loan Bank at  September  30 are  summarized  as
follows:

                                                           1998         1997
                                                        ----------   ----------

5.45% to 6.38% Fixed Rate Advances, interest payable
    monthly                                           $ 12,350,000   14,700,000
4.77% to 5.39% Putable Advances, put option
    exercisable quarterly, interest payable monthly
                                                         2,300,000    1,000,000
                                                        ----------   ----------

                                                      $ 14,650,000   15,700,000
                                                        ==========   ==========

At September 30, 1998,  BFSB had a Cash  Management  Advance note with a maximum
allowable  advance  of  $3,023,000  maturing  on June  10,  1999.  There  was no
outstanding  balance as of September 30, 1998 or 1997. BFSB did receive advances
under the Cash Management  Advance note of $1,750,000 and $1,400,000  during the
years ended  September 30, 1998 and 1997,  respectively  which were fully repaid
prior to September 30, 1998 and 1997.


                                       -25-                          (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997

Principal  payments  on  advances  from  Federal  Home Loan Bank  subsequent  to
September 30, 1998 are as follows:

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

          1999                         $   11,050,000
          2000                                400,000
          2001                              1,900,000
          Thereafter                        1,300,000
                                          -----------

                                       $   14,650,000
                                          ===========

These  advances are  collateralized  by the Federal Home Loan Bank stock held by
the Company.

The  weighted  average  interest  rate on these  advances was 5.67% and 5.81% at
September 30, 1998 and 1997, respectively.


(9)    Income Taxes

Federal  income tax expense for the years ended  September 30 is  summarized  as
follows:

                               1998              1997
                           -----------       -----------

      Current           $      313,622           381,034
      Deferred                  28,078           (39,208)
                           -----------       -----------       

          Total         $      341,700           341,826
                           ===========       ===========         

Income tax expense  for the years ended  September  30 differs  from  "expected"
income tax expense  (computed by applying the Federal  corporate income tax rate
of 34% to income before income taxes) as follows:

                                                             1998       1997
                                                         ----------  ----------

      Computed "expected" tax expense                 $     358,394    351,125
      Decrease resulting from tax exempt interest           (12,018)    (9,669)
      Other                                                   4,676        370
                                                         ----------  --------- 

                                                      $     341,700    341,826
                                                         ==========  =========

                                       -26-                          (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997

Temporary  differences  between the financial statement carrying amounts and the
tax bases of assets and  liabilities  that give rise to significant  portions of
deferred tax assets and liabilities at September 30 are as follows:

                                                              1998      1997
                                                          ---------  ---------

      Deferred tax assets:
          Deferred loan fees                            $    14,311     26,514
          Allowance for loan losses                          96,478    102,707
                                                          ---------  ---------
                 Gross deferred tax assets                  110,789    129,221
                                                          ---------  ---------

      Deferred tax liabilities:
          FHLB stock dividends                              171,904    149,090
          Tax bad debt reserve in excess of base year
             amount                                          39,499     52,665
          Prepaid deposit insurance premium                   3,140      3,142
          Unrealized gain on securities
             available-for-sale, net                        106,952     39,670
                                                          ---------  ---------
                 Gross deferred tax liabilities             321,495    244,567
                                                          ---------  ---------

                 Net deferred tax liability             $   210,706    115,346
                                                          =========  =========

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,  1998 and 1997,  management  believes it is more
likely than not that the Company will  realize the benefits of these  deductible
differences.

Retained earnings at September 30, 1998 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 BFSB 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.


                                       -27-                          (Continued)

<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997



(10)   Employee Benefit Plans

       Retirement  Plan.  BFSB  has  a  non-contributory   defined  contribution
       retirement plan for all eligible employees.  The retirement plan provides
       for  a  discretionary  Bank   contribution.   BFSB  elected  to  make  no
       contribution  to the retirement plan during the years ended September 30,
       1998 and 1997.

       Employee  Stock  Ownership  Plan  (ESOP).  Effective  January 1, 1996 the
       Company's  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% at September
       30, 1998 and 1997),  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.

       BFSB 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 a  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,  1998 and 1997,  ESOP
       principal  and interest  payments of  approximately  $93,000 and $96,000,
       respectively,  were funded by Bank contributions of approximately $67,000
       and  $70,000,  respectively,  to the  ESOP.  The  remainder  of the  ESOP
       payments was funded by dividends on both allocated and  unallocated  ESOP
       shares.  4,571  shares  were  committed  to be  released  to  participant
       accounts  during each of the years ended  September 30, 1998 and 1997 and
       the fair value of the remaining shares to be released in future years was
       approximately   $618,000  at   September   30,  1998.   BFSB   recognized
       compensation  expense  relating to the ESOP of $71,049 and $59,950 during
       the years ended September 30, 1998 and 1997, respectively.  The dividends
       on the unallocated ESOP shares are not recorded as cash dividends paid in
       the consolidated statements of stockholders' equity.

       Management  Stock Bonus Plan (MSBP).  On October 2, 1996,  the  Company's
       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. During the
       year ended  September 30, 1998,  3,386 of unvested shares were forfeited.
       BFSB recognized  compensation expense for the MSBP of $51,114 and $59,461
       for the years ended September 30, 1998 and 1997, respectively.


                                       -28-                          (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997

Stock Option Plan. On October 2, 1996, the Company's 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.

Changes in shares  issuable under options  granted for the years ended September
30, 1998 and 1997 are summarized as follows:
<TABLE>
<CAPTION>
                                           Options outstanding           Options exercisable
                                      ------------------------------   -----------------------
                                                        Weighted                    Weighted
                                                         average                     average
                                                        exercise                    exercise      
                                          Shares          price          Shares       price
                                      -------------- ---------------   ----------   ----------
<S>                                     <C>           <C>                <C>       <C>    
      Balance September 30, 1996             -         $     -                -     $      - 

      Granted                             74,060           11.75              -            - 
                                      ----------       ---------       ----------   ---------

      Balance September 30, 1997          74,060           11.75              -            - 

      Became exercisable                     -               -              5,289       11.75

      Granted                              2,116           13.25              -            - 

      Exercised                           (2,116)         (11.75)          (2,116)     (11.75)

      Canceled                            (8,464)         (11.75)             -            - 
                                      ----------       ---------       ----------   ---------

      Balance September 30, 1998          65,596       $   11.80            3,173   $   11.75
                                      ==========       =========       ==========   =========
</TABLE>

The per share  weighted-average  fair value of stock options granted during 1998
and 1997 was  $2.55 and  $2.05,  respectively,  determined  on the date of grant
using the  Black-Scholes  option-pricing  model with the following  assumptions:
1998 expected dividend yield of 4%, risk-free interest rate of 4.73%, volatility
ratio of .21, and expected life of 10 years; 1997 expected dividend yield of 4%,
risk-free interest rate of 6.10%,  volatility ratio of .13, and an expected life
of 10 years.


                                       -29-                          (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997

The Company applies Accounting  Principles Bulletin Opinion No. 25 in accounting
for its grants of options and no  compensation  cost has been recognized for its
stock  options  in  the  financial   statements.   Had  the  Company  determined
compensation  cost  based on the  fair  value at the  grant  date for its  stock
options as determined  above,  the Company's net income and net income per share
for the years ended September 30, 1998 and 1997 would have been as follows:

                                                            1998        1997
                                                          ---------  ---------

      Net income:    As reported                       $    712,400    690,895
                     Pro forma                              690,785    665,121
                                                          =========  =========

      Basic earnings per share:    As reported         $        .79        .73
                                   Proforma                     .77        .71
                                                          =========  =========

      Diluted earnings per share:      As reported              .77        .73
                                       Pro forma                .75        .70
                                                          =========  =========

Severance  Agreements.   Effective  April  1996,  BFSB  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 annual salary for the previous five years, in the event BFSB 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.


(11)   Earnings Per Share

The following table sets forth the compilation of basic and diluted earnings per
share for the years ended September 30:
<TABLE>
<CAPTION>
                                                                              1998        1997
                                                                            --------   ----------
<S>                                                                     <C>             <C>    
      Number of shares on which basic earnings per share is calculated:
          Average outstanding shares during the fiscal year                  901,151      943,028

          Add:      Incremental shares under stock option plans               18,505        7,456
                    Incremental shares related to MSBP                         3,449        1,415
                                                                            --------   ----------

      Number of shares on which diluted earnings per share is calculated
                                                                             923,105      951,974
                                                                            ========   ==========

      Net income applicable to common stockholders                        $  712,400      690,895
                                                                            ========   ==========

      Basic earnings per share                                            $      .79          .73
                                                                            ========   ==========

      Diluted earnings per share                                          $      .77          .73
                                                                            ========   ==========


</TABLE>
                                       -30-                        (Continued)

<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997


(12)   Regulatory Capital

BFSB  is  required  to meet  three  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 3.0%
of tangible assets, and a risk-based capital  requirement equal to at least 8.0%
of all risk-weighted  assets.  For  risk-weighting,  selected assets are given a
risk assignment of 0% to 100%.  BFSB's total  risk-weighted  assets at September
30, 1998 and 1997 were approximately $26,119,000 and $24,347,000, respectively.

The  following  table  presents,  as of  September  30, the extent to which BFSB
exceeds, in dollars and percent, the minimum capital requirements:
<TABLE>
<CAPTION>
                                                                        Regulatory Capital
                                                                  (dollars rounded to thousands)
                                                  -------------------------------------------------------
                                                                            1998
                                                                         Approximate
                                                    Actual               Requirement            Excess
                                                  -----------------    -------------------   ------------
<S>                                          <C>                          <C>                <C>      
      Tangible capital:
          Dollar amount                        $  11,601,000                914,000           10,687,000
          Percentage of tangible assets                 19.1%                   1.5%                17.6%

      Core capital:
          Dollar amount                        $  11,601,000              1,825,000            9,776,000
          Percent of adjusted tangible assets
                                                        19.1%                   3.0%                16.1%

      Risk-based capital:
          Dollar amount                        $  11,884,000              2,090,000            9,794,000
          Percent of risk-weighted assets               45.5%                   8.0%                37.5%

</TABLE>

<TABLE>
<CAPTION>
                                                                      Regulatory Capital
                                                               (dollars rounded to thousands)
                                                  -------------------------------------------------------
                                                                            1997
                                                                         Approximate
                                                    Actual               Requirement            Excess
                                                  -----------------    -------------------   ------------
<S>                                          <C>                          <C>                <C>      
      Tangible capital:
          Dollar amount                        $  10,794,000                889,000            9,905,000
          Percentage of tangible assets                18.2%                    1.5%                16.7%

      Core capital:
          Dollar amount                        $  10,794,000              1,777,000            9,017,000
          Percent of adjusted tangible assets
                                                       18.2%                    3.0%                15.2%

      Risk-based capital:
          Dollar amount                        $  11,096,000              1,948,000            9,148,000
          Percent of risk-weighted assets              45.6%                    8.0%                37.6%
</TABLE>

                                       -31-                          (Continued)

<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997


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

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):

                                                           1998        1997
                                                        -----------  ----------

      Consolidated stockholders' equity               $ 14,036,000   14,210,000
      Holding Company net assets                        (2,272,000)  (3,378,000)
                                                        -----------  ----------
          BFSB capital                                  11,764,000   10,832,000
      Unrealized gains on certain available-for-sale
          securities                                      (163,000)     (38,000)
                                                        -----------  ----------
      Tangible and core capital                         11,601,000   10,794,000
      Allowance for loan losses (limited to 1.25% of
          risk-weighted assets)                            283,000      302,000
                                                        -----------  ----------

                 Risk-based capital                   $ 11,884,000   11,096,000
                                                        ===========  ==========

In accordance with OTS regulations, at the time of conversion, BFSB restricted a
portion  of  retained  earnings  by  establishing  a  liquidation  account.  The
liquidation  account will be maintained for the benefit of eligible  holders who
continue  to  maintain  their  accounts  in  BFSB  after  the  conversion.   The
liquidation account will be reduced annually to the extent that eligible account
holders have reduced their qualifying  deposits.  Subsequent  increases will not
restore an eligible account holder's interest in the liquidation account. In the
event of a complete liquidation of BFSB, and only in such an event, each account
holder will be entitled to receive a distribution  from the liquidation  account
in an amount  proportionate  to the adjusted  qualifying  account  balances then
held.

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 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 been assessed as "well-capitalized" under
the regulatory guidelines.


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

       The Company 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.


                                       -32-                          (Continued)
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997

The  Company'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 Company 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, 1998 whose contract amounts
represent  credit risk are  fixed-rate  commitments  to extend  credit  totaling
approximately  $821,000.  These commitments generally contain a termination date
of 30 days from the date the commitment is approved.


(14)   Fair Value of Financial Instruments

       The  Company  is  required  to  disclose  the  fair  value  of  financial
       instruments, whether recognized or not recognized on the balance sheet. A
       financial  instrument  is  defined  as  cash,  evidence  of an  ownership
       interest  in an entity,  or a contract  that both  imposes a  contractual
       obligation on one entity to deliver cash or another financial  instrument
       to a second entity.

       Quoted market prices are used for fair value when  available,  but do not
       exist for some of the Company's financial  instruments,  primarily loans,
       time deposits and FHLB advances.  The fair value of these instruments has
       been derived from the OTS Net Portfolio Value Model (OTS Model).  The OTS
       Model  primarily  employs the static  discounted  cash flow method  which
       estimates  the fair value of loans and time deposits by  discounting  the
       cash  flows the  instruments  are  expected  to  generate  by the  yields
       currently  available to investors on instruments  of comparable  risk and
       duration.  Therefore,  to calculate  present  value,  the OTS Model makes
       assumptions  about  the  size and  timing  of  expected  cash  flows  and
       appropriate discount rates. Different assumptions could materially change
       these instruments' estimated values.

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

              Financial Assets. Due to the liquid nature of the instruments, the
              carrying value of cash and cash  equivalents and  interest-bearing
              deposits   approximates   fair  value.   For  all  investment  and
              mortgage-backed  securities,  the fair value is based upon  quoted
              market  prices.  The fair value of loans  receivable  was obtained
              from the OTS Model. The fair value of accrued interest  receivable
              approximates book value as the Company expects contractual receipt
              in the  short-term.  The  fair  value of FHLB  stock  approximates
              redemption value.

              Financial  Liabilities.  The fair value of NOW and demand accounts
              and non-term  savings deposits  approximates  book values as these
              deposits  are payable on demand.  The fair value of time  deposits
              was obtained  from the OTS Model.  The fair value of FHLB advances
              was  obtained  from  the OTS  Model.  The fair  value  of  accrued
              expenses  and other  liabilities  approximates  book  value as the
              Company expects payment in the short-term.

              Off-Balance  Sheet.  Commitments  made to extend credit  represent
              commitments  for loan  originations,  the  majority  of which  are
              contracted   for  immediate  sale  and  therefore  no  fair  value
              adjustment is necessary.


                                       -33-                          (Continued)
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997


              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 Company's entire holdings of a particular instrument.
              Because no market exists for a portion of the Company's  financial
              instruments, fair value estimates are based on judgments regarding
              comparable market interest rates, 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.

              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
              effect of the difference between the fair value and carrying value
              of financial  instruments  can have a  significant  effect on fair
              value  estimates  and have not been  considered  in the  estimates
              presented herein.

The approximate book value and fair value of the Company's financial instruments
as of September 30 are as follows:
<TABLE>
<CAPTION>
                                                               1998                                     1997
                                              ---------------------------------------   ------------------------------------
                                                 Book value           Fair value           Book value           Fair value
                                              -----------------    ------------------   ------------------   ---------------
<S>                                        <C>                      <C>                  <C>                 <C>       
      Assets:
          Cash and cash equivalents        $     1,562,000            1,562,000            1,194,000            1,194,000
          Interest-bearing deposits                 99,000               99,000               99,000               99,000
          Investment and mortgage-backed
              securities
              available-for-sale                24,635,000           24,635,000           19,155,000           19,155,000
          Investment and mortgage-backed
              securities held-to-maturity
                                                 3,938,000            4,021,000            9,009,000            9,067,000
          Stock in Federal Home Loan Bank
                                                   917,000              917,000              802,000              802,000
          Loans receivable, net                 29,986,000           28,144,000           28,636,000           28,997,000
          Accrued interest receivable              538,000              538,000              559,000              559,000

      Liabilities:
          Deposits                              32,913,000           33,060,000           29,506,000           29,514,000
          Advances from Federal Home
              Loan Bank                         14,650,000           14,713,000           15,700,000           15,685,000
          Accrued expenses and other
              liabilities                          189,000              189,000              115,000              115,000
                                              ============      ===============      ===============      ===============


</TABLE>


                                       -34-                          (Continued)
<PAGE>
             CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997



(15)   Holding Company Information (Condensed)

       The  summarized  financial  information  for Crazy  Woman  Creek  Bancorp
       Incorporated is presented below.  Intercompany  balances and transactions
       are noted parenthetically.

       Condensed Balance Sheets
<TABLE>
<CAPTION>
                                                                                   September 30,
                                                                       ------------------------------------
                                                                          1998                 1997
                                                                       ------------         ----------
                                        Assets
                                        ------
<S>                                                                <C>                    <C>       
      Cash (NOW account with BFSB)                                  $        68,486            89,864
      Investment in subsidiary                                           12,029,599        11,056,696
      Loan to BFSB                                                          674,000         2,174,000
      Loan to ESOP                                                          525,714           571,429
      Investment securities available-for-sale - mutual funds             1,100,220           659,902
      Income taxes receivable                                                10,800            -     
      Other assets                                                           11,809             1,333
                                                                      -------------      ------------

              Total assets                                          $    14,420,628        14,553,224
                                                                      =============      ============

                         Liabilities and Stockholders' Equity

      Income taxes payable                                          $        -                  1,200
      Deferred tax liability                                                 23,161            19,921
      Dividends payable                                                      90,926            95,485
      Other liabilities                                                       4,801             2,000
      Stockholders' equity:
          Common stock                                                      105,800           105,800
          Additional paid-in capital                                     10,083,224        10,041,629
          Unearned ESOP/MSBP shares                                        (670,711)         (809,272)
          Retained earnings                                               6,736,570         6,377,093
          Unrealized gain on securities available-for-sale, net             207,612            77,007
          Treasury stock                                                 (2,160,755)       (1,357,639)
                                                                      -------------      ------------
              Total stockholders' equity                                 14,301,740        14,434,618
                                                                      -------------      ------------

              Total liabilities and stockholders' equity            $    14,420,628        14,553,224
                                                                      =============      ============
</TABLE>

BFSB has  acquired  21,584  shares of  Holding  Company  common  stock  which is
reflected  as  treasury  stock  in  the  accompanying   consolidated   financial
statements.


                                       -35-                          (Continued)
<PAGE>

             CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                           September 30, 1998 and 1997


       Condensed Statements of Income
<TABLE>
<CAPTION>
                                                                                         Year Ended September 30,
                                                                                     ------------------------------
                                                                                       1998                 1997
                                                                                     ----------       -------------
<S>                                                                             <C>                    <C>    
      Dividends on mutual funds                                                   $     31,290             2,060
      Interest income (ESOP loan and loan to BFSB)                                     134,460           245,041
      Management fee to BFSB                                                           (27,600)          (27,600)
      Other operating expenses                                                         (36,822)          (54,208)
                                                                                     ---------        ----------
          Income before equity in undistributed earnings of subsidiary and
             income taxes                                                              101,328           165,293
      Equity in undistributed earnings of subsidiary                                   645,572           581,702
                                                                                     ---------        ----------
          Income before income taxes                                                   746,900           746,995
      Income taxes                                                                      34,500            56,100
                                                                                     ---------        ----------

          Net income                                                              $    712,400           690,895
                                                                                     =========        ==========
</TABLE>
<TABLE>
<CAPTION>

       Condensed Statements of Cash flows
                                                                                        Year Ended September 30,
                                                                                     -----------------------------
                                                                                       1998               1997
                                                                                     --------------   ------------

<S>                                                                               <C>                 <C>    
      Net income                                                                  $    712,400           690,895
      Adjustments to reconcile net income to net cash provided by operating
          activities:
             Equity in undistributed earnings of subsidiary                           (645,572)         (581,702)
             Dividends reinvested                                                      (31,290)           (2,060)
             Decrease in income taxes                                                   (9,500)           (3,400)
             Increase in other liabilities                                                 301             2,000
             Increase on other assets                                                  (10,476)           (1,333)
                                                                                     ---------        ----------
                 Net cash provided by operating activities                              15,863           104,400
                                                                                     ---------        ----------

      Cash flows from investing activities:
          Principal payments on loan to BFSB                                         1,500,000         2,250,000
          Principal payments on ESOP note receivable                                    45,715            45,714
          Investment in mutual funds                                                  (399,500)         (599,250)
                                                                                     ---------        ----------    
                 Net cash provided by investing activities                           1,146,215         1,696,464
                                                                                     ---------         ---------    

      Cash flows from financing activities:
          Repurchase of common stock                                                  (827,979)       (1,357,639)
          Exercise of stock options                                                     24,863             -    
          Cash dividends paid                                                         (380,340)         (407,594)
                                                                                  ------------     -------------
                 Net cash used in financing activities                              (1,183,456)       (1,765,233)
                                                                                  ------------     -------------

      Net increase (decrease) in cash                                                  (21,378)           35,631
      Cash at beginning of year                                                         89,864            54,233
                                                                                  ------------     -------------

      Cash at end of year                                                         $      68,486           89,864
                                                                                  =============    =============

</TABLE>


                                       -36-

<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

                                 John B. Snyder
                   Vice President and Chief Financial Officer

                              Professional Advisors

   Corporate Counsel                    Special Counsel
   Kirven and Kirven                    Mailzia, 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, 1998 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 20, 1999 at
3:00 p.m. at the  Company's  main office  located at 106 Fort  Street,  Buffalo,
Wyoming.