SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One):

|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [FEE REQUIRED] For the fiscal year ended September 30, 2002,
                                                          ------------------

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition  period
     from                 to                .
          ---------------    ---------------

Commission File No. 0-27714

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

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

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

Issuer's Telephone Number, Including Area Code:                 (307) 684-5591
                                                              ------------------

Securities registered pursuant to Section 12(b) of the Act:          None
                                                                     ----

Securities registered pursuant to Section 12(g) of the Act:

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

         Check  whether  the issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
past 12 months (or for such shorter  period that the  registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. YES  X    NO    .
                  ---      ---

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-B is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |X|

         State issuer's revenues for its most recent fiscal year. $4,382,699.31

         As of December  30,  2002,  there were issued and  outstanding  807,208
shares of the registrant's Common Stock.

         The  Registrant's  voting  stock trades on the Nasdaq  SmallCap  Market
under the symbol "CRZY." The aggregate  market value of the voting stock held by
non-affiliates  of the  registrant,  based on the average bid and asked price of
the registrant's  Common Stock on December 19, 2002, was $8,861,060 ($13.000 per
share based on 681,620 shares of Common Stock outstanding).

Transition Small Business Disclosure Format (check one)         YES      NO  X
                                                                    ---     ---

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year ended
     September 30, 2002. (Parts I, II, and IV)
2.   Portions  of  the  Proxy   Statement   for  the  2003  Annual   Meeting  of
     Stockholders. (Part III)

<PAGE>

ITEM I

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

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

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

Business of the Company

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

         On December  27,  2000,  the Bank  purchased  the  building,  loans and
acquired the deposit  liabilities,  of the  Gillette,  Wyoming  branch of Hulett
National Bank. The transaction was accounted for as a purchase and  accordingly,
the  consolidated  statement  of income for the year ended  September  30,  2002
includes  the results of  operations  of the  acquired  branch since the date of
purchase. Cash received in the branch acquisition totaled $773,000. The purchase
consisted  of $95,000 of loans,  $387,000  of  premises  and  equipment  and the
assumption  of  $1.353  million  in  deposits  and  accrued  interest  and other
liabilities of $212,000.  The premium paid over  historical  carrying values was
$310,000, which has been allocated to goodwill and core deposit intangibles. The
branch is called  "The Bank of  Gillette,  a branch of Buffalo  Federal  Savings
Bank".  On April 8, 2002,  the Bank opened its third  branch  office in Sheridan
Wyoming. The branch is called "The Bank of Sheridan, a branch of Buffalo Federal
Savings Bank".

                                       2
<PAGE>

Business of the Bank

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

Competition

         The Bank is one of two  savings  banks  located in its  primary  market
areas of Johnson,  Campbell and Sheridan  counties.  There are,  however,  three
independent  commercial banks in the primary market areas, several credit unions
and  several  branches of larger  out-of-area  commercial  banks.  The Bank is a
source of residential  mortgage loans,  consumer loans, and small business loans
in the communities  served. The Bank has competition from numerous lenders along
with some competition from a growing number of out of area mortgage brokers.

         There is also healthy competition for deposits.  Based on data provided
periodically by the Office of Thrift Supervision ("OTS"), the Bank has been able
to  maintain a market  share of  approximately  3.84% of the total  deposits  in
financial  institutions  in  its  primary  market  area.  The  market  share  is
approximately  17.90% in Johnson  County,  1.75% in Campbell county and 0.36% in
Sheridan  County.  Insurance  companies  and  securities  dealers  offer further
competition  for deposits.  The competition for deposits is expected to continue
in the future.

                                       3

<PAGE>

Lending Activities

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

<TABLE>
<CAPTION>
                                                                           At September 30,
                                                    --------------------------------------------------------------
                                                             2002                            2001
                                                    ------------------------------  ------------------------------
                                                       Amount     Percent of Total    Amount      Percent of Total
                                                       ------     ----------------    ------      ----------------
                                                                            (In Thousands)
<S>                                              <C>                  <C>        <C>                  <C>
Type of Loans:
-------------
  One-to-four family                                $ 23,332             45.26%     $ 23,032             59.61%
  Residential construction                             3,426              6.65           705              1.82
  Multi-family                                           992              1.92           522              1.35
  Commercial real estate(1)                           14,437             28.00         6,449             16.69
  Commercial construction                              3,586              6.96         1,455              3.77
  Commercial                                           2,187              4.24         1,991              5.15
  Consumer:
    Automobile                                         1,969              3.82         1,874              4.85
    Home equity/Line of credit                           835              1.62         1,426              3.69
    Deposit                                               92              0.18           121              0.31
    Other                                                699              1.36         1,061              2.75
                                                    --------             -----      --------             -----
      Total consumer                                   3,595              6.97         4,482             11.60
                                                    --------             -----      --------             -----

      Total loans                                     51,555            100.00%       38,636            100.00%
                                                    --------            ======      --------            ======

Less:

  Loans in process residential..............          (1,601)                           (328)
  Loans in process commercial...............             (65)                           (748)
  Net deferred loan origination fees........            (213)                           (194)
  Allowance for loan losses.................            (337)                           (308)
                                                    --------                        --------
    Total loans, net........................        $ 49,339                        $ 37,058
                                                    ========                        ========
</TABLE>

------------------
(1)  Includes  agricultural  real estate loans in the amount of  $1,382,000  and
     $495,000 at September 30, 2002 and 2001, respectively.

         Loan Maturity  Tables.  The following  table sets forth the maturity of
the Bank's construction and commercial loan portfolio at September 30, 2002. The
table  does  not  include   prepayments  or  scheduled   principal   repayments.
Prepayments and scheduled principal  repayments on loans totaled $21.194 million
and  $11.435  million,  for  the  years  ended  September  30,  2002  and  2001,
respectively.  Adjustable-rate  mortgage  loans are shown as  maturing  based on
contractual maturities.

                                       4
<PAGE>

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

Amounts Due:

Within 1 year                             3,426          3,586            813          7,825

After 1 year
  1 to 5 years                               --             --            918            918
  Over 5 Years                               --             --            456            456
                                         ------         ------         ------         ------
Total due after 1 year                       --             --          1,374          1,374
                                         ------         ------         ------         ------

Total amount due                          3,426          3,586          2,187          9,199
                                         ------         ------         ------         ------

Less:
Allowance for loan losses                    34             36             35            105
Loans in Process                          1,601             65           --            1,666
Deferred loan fees                            4              6           --               10
                                         ------         ------         ------         ------
  Loans receivable, net                  $1,787         $3,479         $2,152         $7,418
                                         ======         ======         ======         ======
</TABLE>

         The following table sets forth at September 30, 2002, the dollar amount
of all loans due after  September 30, 2003 which have fixed  interest  rates and
have floating or adjustable interest rates.

                                            Fixed      Floating or
                                            Rates    Adjustable Rates      Total
                                            -----    ----------------      -----
                                                      (In Thousands)
One-to-four family...................      $23,023        $   160        $23,183
Multi-family.........................          861            131            992
Commercial real estate...............        5,733          7,555         13,288
Commercial...........................        1,188            186          1,374
Consumer.............................        2,909            351          3,260
                                           -------        -------        -------
     Total...........................      $33,714        $ 8,383        $42,097
                                           =======        =======        =======

         One-to-Four  Family  Residential  Loans.  The  Bank's  primary  lending
activity consists of the origination of one-to-four family residential  mortgage
loans secured by property  located in the Bank's primary market areas.  The Bank
generally originates one-to-four family residential mortgage loans in amounts up
to 80% of the lesser of the  appraised  value or selling  price of the mortgaged
property. Loans in excess of 90% of the lesser of the appraised value or selling
price of property  require  private  mortgage  insurance for the  borrower.  The
Bank's  strategy is to originate for retention in its portfolio  adjustable-rate
loans,  three-year balloon loans,  five-year balloon loans as well as 15-year or
less fixed-rate loans. The Bank intends to broker, for a third party, loans with
maturities  of  greater  than 15 years for an  agreed  upon  fee.  During  2002,
thirteen  loans  totaling  $1.870  million  were  brokered to a third party with
$23,605 of fee income  recognized.  During 2001,  thirteen loans totaling $1.837
million were brokered to a third party with $22,267 of fee income recognized.

                                       5
<PAGE>

         The Bank offers adjustable-rate mortgage loans using primarily the Wall
Street Prime  interest  rate index.  During fiscal 2002,  the Bank  originated 2
adjustable rate loans for $162,800. Interest rates charged on mortgage loans are
competitively  priced based on market  conditions  and the Bank's cost of funds.
Generally,  the Bank's  standard  underwriting  guidelines  for  mortgage  loans
conform to secondary market guidelines.  It is the current policy of the Bank to
primarily remain a portfolio lender for the shorter maturities. At September 30,
2002, the Bank serviced loans for others totaling $55,000.

         The Bank also  originates  three and five-year  balloon  mortgage loans
with 30, 20 and 15-year amortization  periods.  Management believes that balloon
loans have a pricing  characteristic  that helps offset the  detrimental  affect
that rising rates could have on net  interest  income.  At  September  30, 2002,
balloon  mortgages  totaled  $4.206  million,  or 8.52% of the  Bank's  net loan
portfolio.

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

         In addition to loans originated for the construction of a residence for
which the ultimate purchaser has been identified,  the Bank, on a limited basis,
originates  speculative  loans to  residential  builders  who  have  established
business relationships with the Bank. These speculative loans are typically made
for a twelve month period and require  interest only payments during the term of
the loan. In  underwriting  such loans,  the Bank  considers the number of units
that the builder has on a speculative  bid basis that remain unsold.  The Bank's
experience during the past years has been that most speculative loans are repaid
within the twelve month period.  Speculative loans are generally originated with
a  loan-to-value  ratio that does not exceed 80%. At September  30, 2002,  there
were no speculative construction loans.

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

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

                                       6

<PAGE>

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

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

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

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

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

         The Bank also engages in loans for improved  farm land with  dwellings.
The loan-to-value ratio for this type of loan is 75% or less with a maximum term
of 20 years. These loans may be made with interest  collected  semi-annually and
principal  annually as well as monthly  principal and interest  payments.  As of
September 30, 2002,  agricultural  land loans constituted  approximately  $1.382
million,  or 2.801% of the Bank's loan  portfolio.  Agricultural  land loans are
included in the commercial real estate loan total.

                                       7

<PAGE>

         Commercial  Loans.  The Bank, on occasion,  will  originate  commercial
loans, primarily to existing customers.  At September 30, 2002, commercial loans
of $2.187 million consisted primarily of small business loans (primarily secured
by livestock, office equipment, and machinery).

         Consumer Loans.  The Bank's consumer loans consist of home equity loans
secured by second  mortgages on  single-family  residences  in the Bank's market
areas,  automobiles loans, demand loans secured by deposit accounts at the Bank,
among others.

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

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

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

         The Bank's  consumer  loans  consist of home  equity  loans  secured by
second  mortgages  on  single-family  residences  in the  Bank's  market  areas,
automobiles  loans,  demand loans secured by deposit accounts at the Bank, among
others.

         At September 30,2002, consumer loans totaled $3.595 million or 6.97% of
the Bank's total loan portfolio.

         Loan  Commitments.  The Bank generally  issues  written  commitments to
prospective  borrowers  on  all  approved  real  estate  loans.  Generally,  the
commitment  requires  acceptance  within  60 days of the  date of  issuance.  At
September  30,  2002,  the Bank  had  $1.269  million  of  commitments  to cover
originations,  $1.666  million in  undisbursed  funds for loans in  process  and
$1.121  million  for  un-disbursed  home  equity and  revolving  lines of credit
balances.  Management believes that virtually all of the Bank's commitments will
be funded.

         Loans-to-One  Borrower.  Regulations limit loans-to-one  borrower in an
amount equal to 15% of unimpaired  capital and  unimpaired  surplus of the Bank.
The Bank is authorized to lend up to an additional 10% of unimpaired capital and
unimpaired   surplus  if  the  loan  is  fully  secured  by  readily  marketable
collateral.  The Bank's maximum  loan-to-one  borrower  limit was  approximately
$1.628 million at September 30, 2002.

                                       8

<PAGE>

         At September 30, 2002, the Bank's three largest  lending  relationships
involved  loans  secured  by  commercial  real  estate  properties   aggregating
approximately $3.585 million. The loans are located in the Bank's primary market
areas and were performing in accordance with their terms at September 30, 2002.

Non-Performing and Problem Assets

         Loan Delinquencies.  The Bank's collection procedures provide that when
a mortgage  loan is 15 days past due,  a notice of  nonpayment  is sent.  If the
payment is still  delinquent  after 31 days,  the customer will receive a letter
and/or telephone call from a representative of the Bank. If the payment is still
delinquent  after 60 days,  the  customer  will receive a letter and a telephone
call  or  may  receive  a  visit  from a  representative  of  the  Bank.  If the
delinquency  continues,  similar  subsequent  efforts are made to eliminate  the
delinquency. If the loan continues in a delinquent status until 90 days past due
and no repayment plan is in effect,  a notice of right to cure default is mailed
to the customer  giving 30 additional  days to bring the account  current before
foreclosure is commenced.  The loan committee  meets regularly to determine when
foreclosure  proceedings  should be initiated  and the customer is notified when
foreclosure has been commenced.  At September 30, 2002,  loans past due 30 to 89
days totaled $156,000, and loans past 90 days were $0.

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

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

                                                         At September 30,
                                                    ------------------------
                                                     2002               2001
                                                     ----               ----
                                                         (In Thousands)
Loans accounted for on a non-accrual basis:
  One-to-four family                                 $ --               $ 62
  Commercial real estate                               --                 57
  Construction                                         --                 --
  Commercial                                           --                 --
  Consumer                                             --                 --
                                                     ----               ----
Total Non-performing loans                             --                119
Real Estate owned (REO)                                --                 --
Other Repossessed assets (OREO)                        96                 --
Other non-performing assets                            --                 --
Total non-performing assets                          $ 96               $119
                                                     ====               ====
Total non-performing assets to gross loans           0.19%              0.31%
                                                     ====               ====
Total non-performing assets to total assets          0.13%              0.17%
                                                     ====               ====

                                       9

<PAGE>

         Interest income that would have been recorded on loans accounted for on
a non-accrual  basis under the original  terms of such loans was  immaterial for
the years  ended  September  30, 2002 and 2001.  Amounts  included in the Bank's
interest  income  for the  years  ended  September  30,  2002 and 2001 were also
immaterial.

         Allowance  for Loan Losses.  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  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.

         The  amount  of   provisions   recorded   in  future   periods  may  be
significantly  greater  or less  than  the  provisions  taken in the  past.  The
allowance  for loan  losses,  as a ratio  of  total  gross  loans  was  0.65% at
September 30, 2002.

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

         Allocation of Allowance for Loan Losses. The following table sets forth
the allocation of the Bank's  allowance for loan losses by loan category and the
percent of loans in each  category  to total  loans  receivable  for the periods
indicated.  The  portion  of the loan  loss  allowance  allocated  to each  loan
category does not represent the total available for future losses that may occur
within the loan  category  because the total loan loss  allowance is a valuation
reserve applicable to the entire loan portfolio.

                                       10

<PAGE>

<TABLE>
<CAPTION>
                                                 At September 30,
                                ----------------------------------------------------

                                      2002                        2001
                                ------------------------    ------------------------
                                        Percent of Loans            Percent of Loans
                                Amount   to Total Loans     Amount  to Total Loans
                                ------  ----------------    ------  ----------------
                                            (Dollars in Thousands)
<S>                           <C>        <C>              <C>        <C>
At end of period allocated to:
One-to four-family............   $ 67       45.26%           $ 69       59.62%
Residential construction......     37        6.65               2        1.94
Multi-family..................      9        1.92               8        1.35
Commercial real estate........    144       28.00             123       16.69
Commercial construction.......     31        6.96              21        3.65
Commercial....................     32        4.24              40        5.15
Consumer......................     17        6.97              59       11.60
                                 ----      ------            ----      ------
Total allowance...............   $337      100.00%           $308      100.00%
                                 ====      ======           ======     ======
</TABLE>

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

<TABLE>
<CAPTION>
                                                         Year Ended September 30,
                                                         ------------------------
                                                           2002         2001
                                                         --------     --------
                                                         (Dollars in Thousands)

<S>                                                    <C>          <C>
Total loans outstanding ..............................   $ 51,555     $ 38.636
                                                         ========     ========

Allowance for loan losses (at beginning of period) ...   $    308     $    270
Provision for loan losses ............................         30           --
Charge-offs:
  One-to-four family .................................         --           --
  Multi-family .......................................         --           --
  Commercial real estate .............................         --           --
  Commercial .........................................         (2)          --
  Consumer ...........................................        (18)         (11)
                                                         --------     --------
    Total Charge-offs.................................        (20)         (11)
                                                         --------     --------
Recoveries:
  One-to-four family .................................          4           31
  Multi-family........................................         --           --
  Commercial real estate .............................         --           --
  Commercial .........................................          2           --
  Consumer ...........................................         13           18
                                                         --------     --------
    Total Recoveries .................................         19           49
                                                         --------     --------
       Net recoveries ................................         (1)          38
                                                         --------     --------
Allowance for loan losses (at end of period) .........   $    337     $    308
                                                         ========     ========
Allowance for loan losses to total loans .............       0.65 %       0.80%
                                                         ========     ========
Net recoveries to loans receivable, net ..............      (0.00)%      (0.10)%
                                                         ========     ========
</TABLE>

                                       11

<PAGE>

Investment Activities

         General.  The Bank is required under federal  regulations to maintain a
minimum  amount of liquid  assets which may be invested in specified  short-term
securities  and certain other  investments.  The Bank has maintained a liquidity
portfolio  in  excess  of  regulatory  requirements.  Liquidity  levels  may  be
increased or decreased depending upon the yields on investment  alternatives and
upon management's judgment as to the attractiveness of the yields then available
in relation to other  opportunities  and its expectation of future yield levels,
as well as management's  projections as to the short-term demand for funds to be
used in the Bank's loan origination and other activities. At September 30, 2002,
the Bank's investment portfolio policy allowed investments in only U.S. Treasury
obligations,  U.S.  Agency  securities,  mortgage-backed  securities,  municipal
securities,  federally-insured  certificates  of deposit,  federal funds,  FHLMC
stock and FHLB overnight and term deposits. Investment decisions are made by the
Bank's  Investment  Committee,  which is comprised of the four senior  officers.
Three of the four committee  members must agree on all  decisions.  The Board of
Directors may authorize additional investments.

         In  1997,  the  Board  of  Directors  of  the  Company  authorized  the
investment  in quality  mutual funds.  At September 30, 2002,  the Company had a
total investment of $1.0 million,  with dividends reinvested of $127,000, in two
different  mutual  funds.  The market  value of these funds was $870,000 at that
date.  Per the  guidance  issued by the  Financial  Accounting  Standards  Board
Statement of  Financial  Accounting  Standards  No. 115  Accounting  for Certain
Investments in Debt and Equity  Securities,  the Company has recorded a $188,000
loss on investment  securities for the year ended September 30, 2002 as a result
of an  other-than-temporary  decline  in value of one of the mutual  funds.  The
Board of Directors has  established a maximum initial  investment  limit of $1.0
million in such funds.  The mutual  funds  purchased  by the  Company  invest in
equity  securities and accordingly,  the mutual funds are subject to market risk
including potential loss of principal.

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

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

                                       12

<PAGE>

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

         The Bank also purchases mortgage-backed securities issued by government
agencies  that are  currently  qualified  under the Internal  Revenue  Code,  as
amended  (the "Code") as Real Estate  Mortgage  Investment  Conduit  ("REMICs").
REMICs  have been  developed  in response to  investor  concerns  regarding  the
uncertainty  of  cash  flows  associated  with  the  prepayment  option  of  the
underlying  mortgagor  and  are  typically  issued  by  governmental   agencies,
governmental sponsored enterprises and special purpose entities, such as trusts,
corporations  or  partnerships,  established by financial  institutions or other
similar  institutions.  Some REMIC  instruments are most like  traditional  debt
instruments because they have stated principal amounts and traditionally defined
interest-rate terms.  Purchasers of certain other REMIC instruments are entitled
to the excess,  if any, of the issuer's  cash  inflows,  including  reinvestment
earnings,  over the cash outflows for debt service and administrative  expenses.
These  mortgage  related  instruments  may  include  instruments  designated  as
residual  interests,  which  represent  an  equity  ownership  interest  in  the
underlying  collateral,  subject to the first lien of the investors in the other
classes of the REMIC.  Certain residual REMIC interests may be riskier than many
regular  REMIC  interests  to the extent that they could result in the loss of a
portion of the original investment. Moreover, cash flows from residual interests
are  very  sensitive  to  prepayments  and,  thus,  contain  a  high  degree  of
interest-rate  risk. At September 30, 2002, the Bank did not have any investment
in REMICs.  As a matter of  policy,  the Bank does not  invest in  residuals  or
interest-only and principal-only securities.

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

                                       13

<PAGE>

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


                                                         At September 30,
                                                         ----------------
                                                          2002     2001
                                                        -------   -------
                                                          (In Thousands)

Investment securities available-for-sale: (1)
 U.S. Agency obligations ............................     1,000     2,500
 Municipal securities ...............................     2,814     2,306
 Mortgage-backed securities:
   GNMA .............................................     2,543     3,787
   FHLMC ............................................     4,969     5,291
   FNMA .............................................     5,483     6,561
   REMIC's ..........................................        --       146
Mutual funds ........................................       943     1,116
                                                        -------   -------
   Total securities available for sale ..............    17,752    21,707
                                                        -------   -------
FHLB stock ..........................................     1,200     1,128
                                                        -------   -------
   Total ............................................   $18,952   $22,835
                                                        =======   =======

--------------------
(1)     Amounts shown at amortized cost, but carried at estimated fair value.

                                       14
<PAGE>

         The  following  table sets forth  information  regarding  the scheduled
maturities, amortized cost, estimated fair value and weighted average yields for
the Bank's investment securities,  excluding mutual funds, at September 30, 2002
and 2001: (In thousands)

<TABLE>
<CAPTION>
                                                           As of September 30, 2002
                         ----------------------------------------------------------------------------------------------------------
                         One Year or Less  One to Five Years  Five to Ten Years  More than Ten Years    Total Investment Securities
                         ----------------  -----------------  -----------------  -------------------    ---------------------------
Investment securities    Amortized Average Amortized Average  Amortized Average  Amortized  Average    Amortized Average Estimated
available for sale: (1)     Cost    Yield    Cost     Yield     Cost     Yield     Cost      Yield        Cost    Yield  Fair Value
                            ----    -----    ----     -----     ----     -----     ----      -----        ----    -----  ----------
<S>                        <C>    <C>      <C>       <C>    <C>        <C>      <C>        <C>     <C>          <C>     <C>
U. S. Agency
  obligations.............  $ --      --%   $1,000     4.50%  $    --      --%    $   --        --%  $ 1,000      4.50%   $ 1,003
Municipal
  securities (2)..........    95    8.18       129     6.06     1,422    6.83      1,168      6.88     2,814      6.86      2,971
Mortgage-backed
securities and
other pass-throughs:
    GNMA .................    --      --        15     8.00        --      --      2,528      6.25     2,543      6.26      2,625
    FHLMC ................    --      --        17     8.72       585    6.08      4,367      5.62     4,969      5.69      5,083
    REMIC's ..............    --      --        --       --        --      --         --        --        --        --         --
    FNMA .................    --      --        --       --       217    6.50      5,266      5.23     5,483      5.28      5,557
                            ----            ------            -------            -------             -------              -------
  Total ..................  $ 95    8.18%   $1,161     4.78%  $ 2,224    6.60%   $13,329      5.70%  $16,809      6.60%   $17,239
                            ====            ======            =======            =======             =======              =======

</TABLE>

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

</TABLE>

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

                                       15

<PAGE>

Sources of Funds

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

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

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

         Passbook  savings,  business  checking,  money  market and NOW accounts
constituted  $18.576  million,  or 39.71%,  of the Bank's  deposit  portfolio at
September 30, 2002 and the weighted  average interest rate paid on such deposits
at that date was 1.17%.  Certificates of deposit (or time deposits)  constituted
$28.207 million, or 60.29% of the deposit portfolio of which $13.965 million, or
29.85% of the deposit  portfolio were  certificates  of deposit with balances of
$100,000 or more. The weighted  average interest rate paid on all certificate of
deposits was 3.55% at September 30, 2002. As of September 30, 2002, the Bank had
no brokered deposits.

         Jumbo Certificates of Deposit. The following table indicates the amount
of the Bank's  certificates  of deposit of  $100,000  or more by time  remaining
until maturity as of September 30, 2002.

Maturity Period                               Certificates of Deposit
---------------                               -----------------------
                                                  (In Thousands)
Within three months                                   $ 3,400
More than three through six months                      2,155
More than six through twelve months                     5,169
Over twelve months                                      1,961
                                                      -------
   Total                                              $13,965
                                                      =======

         Borrowings.  The Bank may obtain  advances  from the FHLB to supplement
its supply of funds for loan originations.  Advances from the FHLB are typically
secured by a pledge of the Bank's  stock in the FHLB and a portion of the Bank's
first mortgage loans,  investment  securities and certain other assets. The Bank
utilizes  short-term FHLB advances  primarily to fund loan originations and as a
hedge  against  interest  rates  whereby  funds from  advances  are  invested in
investment  securities  with terms  similar to the  advances.  Each FHLB  credit
program has its own interest rate,  which may be fixed or variable,  and a range
of maturities. The Bank, if the need arises, may also access the Federal Reserve
Bank discount window to supplement its supply of funds for loan  origination and
to meet deposit  withdrawal  requirements.  At September 30, 2002,  the Bank had
$14.20  million of  borrowings  from the FHLB that  consisted of $1.5 million in
fixed-rate  fixed-term  advances  with  rates of 1.90%,  and  $12.70  million in
callable advances with rates of 4.77% to 6.84%. FHLB advances have been utilized
by the Bank to fund loan demand and to purchase investment securities.  The Bank
has used FHLB advances

                                       16
<PAGE>

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

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

                                                       Year ended September 30,
                                                       ------------------------
                                                          2002         2001
                                                        --------     ------
Short-term FHLB advances:                                 (In thousands)
  Average balance outstanding                           $  332       $3,546
  Maximum amount outstanding at any month-end
    during the period                                   $2,900       $5,900
  Weighted average interest rate during the period        3.52%        6.60%
Total short-term borrowings at end of period            $2,500       $  700
Weighted average interest rate and end of period          3.80%        6.19%

Personnel

         At  September  30,  2002 the Bank had  twenty  five  full-time  and two
part-time  employees.  None  of  the  Bank's  employees  are  represented  by  a
collective  bargaining  group. The Bank believes that its relationship  with its
employees is good.

Regulation

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

Bank Regulation

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

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

         The Bank must file  reports  with the OTS and the FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the establishment

                                       17
<PAGE>

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

         Insurance  of  Deposit  Accounts.  The FDIC  administers  two  separate
deposit insurance funds. Generally,  the Bank Insurance Fund (the "BIF") insures
the  deposits of  commercial  banks and the SAIF insures the deposits of savings
institutions.  The FDIC is authorized to increase deposit insurance  premiums if
it determines  such increases are appropriate to maintain the reserves of either
the SAIF or BIF or to fund the administration of the FDIC. In addition, the FDIC
is authorized to levy emergency special assessments of BIF and SAIF members. The
FDIC has set the deposit insurance  assessment rates for  well-capitalized  SAIF
member  institutions for the first six months of 2003 at 0% to 0.017% of insured
deposits on an  annualized  basis,  with the  assessment  rate for most  savings
institutions set at 0%.

         In addition,  all institutions  insured by the FDIC are required to pay
quarterly assessments, totaling approximately 0.175% of insured deposits for the
2002 calendar  year, to fund interest  payments on bonds issued by the Financing
Corporation,  an agency of the Federal  government  established to re-capitalize
the predecessor to the SAIF. These assessments will continue until the Financing
Corporation bonds mature in 2017.

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

         Set forth below is information  regarding the Bank's regulatory capital
at September 30, 2002.

                                                             Percent of
                                            Amount         Adjusted Assets
                                            ------         ---------------
                                       (In Thousands)
         GAAP Capital                      $11,167               14.94%
                                           =======               =====
         Tangible Capital:
         Regulatory requirement            $ 1,121                1.50%
         Actual capital                     10,561               14.13%
                                           -------               -----
           Excess                          $ 9,440               12.63%
                                           =======               =====

         Core Capital:
         Regulatory requirement            $ 2,991                4.00%
         Actual capital                     10,706               14.32%
                                           -------               -----
           Excess                          $ 7,715               10.32%
                                           =======               =====

         Risk-Based Capital:
         Regulatory Requirement            $ 3,814                8.00%
         Actual capital                     11,043               23.17%
                                           -------               -----
           Excess                          $ 7,229               15.17%
                                           =======               =====


                                       18
<PAGE>

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

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

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

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

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

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

                                       19
<PAGE>

10% of total  assets.  Compliance  with the QTL test is  determined on a monthly
basis in nine out of every twelve  months,  the Bank was in compliance  with the
QTL test in all twelve  months  during 2001 and 2002.  As of September 30, 2002,
the Bank was in compliance  with its QTL  requirement  with 91.05% of its assets
invested in QTIs.

         Federal  Reserve  System.  The  Federal  Reserve  System  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction accounts (primarily checking, NOW and Super NOW
checking  accounts) and non-personal time deposits.  The balances  maintained to
meet the reserve  requirements imposed by the Federal Reserve System may be used
to satisfy the liquidity  requirements that are imposed by the OTS. At September
30, 2002, the Bank's total transaction accounts were below the minimum level for
which the Federal Reserve System requires a reserve.


Company Regulation

         Recent Legislation to Curtail Corporate Accounting  Irregularities.  On
July 30, 2002,  President  Bush signed into law the  Sarbanes-Oxley  Act of 2002
(the "Act").  The Securities  and Exchange  Commission  (the "SEC")  promulgated
certain  regulations  pursuant to the Act which were effective  August 29, 2002,
and will continue to propose additional  implementing or clarifying  regulations
as necessary in furtherance of the Act.

         The  passage  of the  Act and the  regulations  implemented  by the SEC
subject  publicly-traded  companies to additional and more cumbersome  reporting
regulations and disclosure. These new regulations, which are intended to curtail
corporate  fraud,  require the chief  executive  officer and the chief financial
officer of the Company to personally  certify  certain SEC filings and financial
statements  and to  certify  as to the  existence  of  disclosure  controls  and
procedures  within the Company are designed to ensure that information  required
to be disclosed by the Company in its SEC filings is processed,  summarized  and
reported accurately.

         The act and regulations  promulgated  thereunder by the SEC also impose
additional measures to be taken by the Company's officers, directors and outside
auditors and impose accelerated reporting requirements by officers and directors
of the Company in connection  with certain  changes in their equity  holdings of
the Company.  Implementation  of and compliance  with the Act and  corresponding
regulations will likely increase the Company's expenses.

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

         Restrictions  on  Activities.  As a unitary  savings  and loan  holding
company,  the  Company  generally  is not  subject  to any  restrictions  on its
business activities.  While the  Gramm-Leach-Bliley Act (the "GLB Act"), enacted
in November 1999, terminated the "unitary thrift holding company" exemption from
activity  restrictions on a prospective basis, the Company enjoys  grandfathered
status under this provision of the GLB Act because it acquired the Bank prior to
May 4, 1999. As a result, the Company's freedom from activity  restrictions as a
unitary  savings  and loan  holding  company  was

                                       20
<PAGE>

not affected by the GLB Act. However,  if the Company were to acquire control of
an additional savings  institution,  its business activities would be subject to
restriction under the Home Owners' Loan Act. Furthermore, if the Company were in
the future to sell control of the Bank to any other company,  such company would
not succeed to the Company's grandfathered status under the GLB Act and would be
subject to the Home Owner's Loan Act's activity restrictions.

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

                                       21

<PAGE>

Item  2.  Description of Property
---------------------------------

         (a) Properties.

         The Company owns no real  property but utilizes the office owned by the
Bank.  The Bank owns and operates  from its offices  located at 106 Fort Street,
Buffalo,  Wyoming  82834,  2800 S. 4-J Road,  Gillette,  Wyoming  82716 and 1375
Sugarland Drive, Sheridan, Wyoming 82801. As of September 30, 2002, the Bank had
a total investment in office property and equipment of $3.974 million with a net
book value of $3.282 million.

         (b) Investment Policies.

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

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

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

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

         (c)  Description of Real Estate and Operating Data.

         Not Applicable.

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

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

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

         Not applicable.

                                       22

<PAGE>

                                     PART II

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

         The  information  contained under the section  captioned  "Stock Market
Information" in the Company's  Annual Report to Stockholders for the fiscal year
ended  September  30, 2002 (the  "Annual  Report"),  is  incorporated  herein by
reference.

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

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

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

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

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

         Not Applicable.

                                    PART III

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

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

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

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

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

         (a)      Security Ownership of Certain Beneficial Owners

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

         (b)      Security Ownership of Management

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

                                       23
<PAGE>

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

         (d)      Securities  Authorized  for Issuance Under Equity Compensation
                  Plans

         Set forth below is information as of September 30, 2002 with respect to
compensation   plans  under  which  equity  securities  of  the  Registrant  are
authorized for issuance.

<TABLE>
<CAPTION>
                                                    EQUITY COMPENSATION PLAN INFORMATION
                                                (a)                    (b)                        (c)
                                       Number of securities     Weighted-average         Number of securities
                                         to be issued upon      exercise price of       remaining available for
                                            exercise of            outstanding       future issuance under equity
                                       outstanding options,     options, warrants    compensation plans (excluding
                                       warrants and rights         and rights       securities reflected in Column (a)
                                       --------------------     -----------------   ----------------------------------
<S>                                        <C>                   <C>                          <C>
Equity compensation plans approved
by shareholders:

1996 Stock Option Plan                         68,409                $11.58                       23,675

Management Stock Bonus Plan
                                                5,500               $ 12.33                       14,184

Equity compensation plans
not approved by shareholders (1)                  N/A                   N/A                          N/A
--------------------------------

     TOTAL                                     73,909               $ 12.04                       37,859
                                               ======               =======                       ======


----------------------------------------------------------------------------------------------------------------------
(1)   Not applicable.
</TABLE>

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

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

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

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

     3.1  Articles of Incorporation of Crazy Woman Creek Bancorp Incorporated*

     3.2  Bylaws of Crazy Woman Creek Bancorp Incorporated*

                                       24
<PAGE>

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

     10.2 Stock Option Plan**

     10.3 Management Stock Bonus Plan**

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

     13   Annual Report to Stockholders  for the fiscal year ended September 30,
          2002.

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

     23   Consent of Independent Auditors.

     99   Certification Pursuant to 18 U.S.C. Section 1350, as  adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K.

     None

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

Item 14.  Controls and Procedures
---------------------------------

         (a) Evaluation of disclosure  controls and  procedures.  Based on their
             --------------------------------------------------
evaluation  as of a date within 90 days of the filing date of this Annual Report
on Form 10-KSB,  the  Registrant's  principal  executive  officer and  principal
financial officer have concluded that the Registrant's  disclosure  controls and
procedures  (as defined in Rules  13a-14(c) and 15d-14(c)  under the  Securities
Exchange  Act of 1934  (the  "Exchange  Act"))  are  effective  to  ensure  that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

         (b) Changes in internal controls.  There were no significant changes in
             ----------------------------
the Registrant's  internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

                                       25

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.


                                          CRAZY WOMAN CREEK BANCORP INCORPORATED



                                      By: /s/ Gary J. Havens
                                          --------------------------------------
                                          Gary J. Havens
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)


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

<TABLE>
<CAPTION>

<S>                                                      <C>
/s/Gary J. Havens                                             /s/John B. Snyder
-------------------------------------                        ------------------------------------------
Gary J. Havens                                               John B. Snyder
President and Chief Executive Officer                        Vice President and Chief Financial Officer
-------------------------------------                        ------------------------------------------
(Principal Executive Officer)                                (Principal Financial and Accounting Officer)
Dated:  December 30, 2002                                     Dated:  December 30, 2002


/s/Richard Reimann                                            /s/Douglas D. Osborn
-------------------------------------                        ------------------------------------------
Richard Reimann                                               Douglas D. Osborn
Chairman of the Board                                         Director
Dated:  December 30, 2002                                     Dated:  December 30, 2002


/s/Greg L. Goddard                                            /s/Thomas J. Berry
-------------------------------------                        ------------------------------------------
Greg L. Goddard                                               Thomas J. Berry
Director                                                      Director
Dated:  December 30, 2002                                     Dated:  December 30, 2002


/s/Sandra K. Todd                                             s/Deane D. Bjerke
-------------------------------------                        ------------------------------------------
Sandra K. Todd                                                Deane D. Bjerke
Director                                                      Director
Dated:  December 30, 2002                                     Dated:  December 30, 2002

</TABLE>
                                       26
<PAGE>

                            SECTION 302 CERTIFICATION

         I, Gary J. Havens, President and Chief Executive Officer, certify that:

1.       I have  reviewed  the Annual Report on Form 10-KSB of Crazy Woman Creek
         Bancorp Incorporated;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         annual report;

4.       The  Company's  other  certifying  officer  and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange  Act Rule  13a-14(c))  and 15d-14)) for the Company
         and have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to me by others
                  within the  Company,  particularly  during the period in which
                  this annual report is being prepared;

         (b)      evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         (c)      presented  in  this  annual  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The Company's other certifying  officer and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors and the audit
         committee  of  Company's  board of  directors  (or  persons  performing
         equivalent functions):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal  controls which could adversely  affect the Company's
                  ability to record,  process,  summarize  and report  financial
                  data  and  have  identified  for the  Company's  auditors  any
                  material weaknesses in internal controls; and

         (b)      any fraud,  whether or not material, that involves  management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and


<PAGE>

6.       The Company's  other  certifying  officer and I have  indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date:  December 30, 2002                           /s/Gary J. Havens
                                                   -----------------------------
                                                   Gary J. Havens, President and
                                                   Chief Executive Officer

<PAGE>

                            SECTION 302 CERTIFICATION

         I, John B. Snyder, Vice  President and Chief Financial Officer, certify
that:

1.       I have  reviewed  the Annual Report on Form 10-KSB of Crazy Woman Creek
         Bancorp Incorporated;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         annual report;

4.       The  Company's  other  certifying  officer  and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rule 13a-14(c) and 15d-14)) for the Company and
         have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to me by others
                  within the  Company,  particularly  during the period in which
                  this annual report is being prepared;

         (b)      evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         (c)      presented  in  this  annual  report our conclusions  about the
                  effectiveness of the disclosure controls and procedures  based
                  on our evaluation as of the Evaluation Date;

5.       The Company's other certifying  officer and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors and the audit
         committee  of  Company's  board of  directors  (or  persons  performing
         equivalent functions):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal  controls which could adversely  affect the Company's
                  ability to record,  process,  summarize  and report  financial
                  data  and  have  identified  for the  Company's  auditors  any
                  material weaknesses in internal controls; and

         (b)      any fraud, whether or not material,  that involves  management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and

<PAGE>

6.       The Company's  other  certifying  officer and I have  indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date:  December 30, 2002                     /s/John B. Snyder
                                             -----------------------------------
                                             John B. Snyder,  Vice President and
                                             Chief Financial Officer