SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One):

|_|  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, 2000,
                                                          ------------------

|_|  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. $4,349,101

         As of  December  1, 2000,  there were  issued and  outstanding  799,608
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 1, 2000, was $7,058,484  ($10.875 per
share based on 649,056 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, 2000. (Parts I, II, and IV)
2.   Portions of the Proxy  Statement  for the Annual  Meeting of  Stockholders.
     (Part III)

<PAGE>

ITEM I

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

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

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

Business of the Company

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

Business of the Bank

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

                                       2
<PAGE>

Competition

         The Bank is the only savings and loan association in its primary market
area.  There are,  however,  two commercial  banks  headquartered in the primary
market area and a branch of a larger out-of-area commercial bank and a branch of
a credit union.  The Bank is a primary source of  residential  mortgage loans in
the  community.  The Bank has  competition  from all three banks in  originating
residential  mortgage loans along with some  competition  from a few out of area
mortgage bankers. All of the competition sells the majority of their residential
mortgage loans on the secondary  market,  while the Bank has been  traditionally
placing mortgage loan originations in their portfolio.

         There is also healthy competition for deposits.  Based on data provided
periodically by the Office of Thrift Supervision ("OTS"), the Bank has been able
to  maintain  a market  share of  approximately  21% of the  total  deposits  in
financial  institutions  in the  community.  Insurance  companies and securities
dealers offer further competition for deposits.  The competition for deposits is
expected to continue in the future.

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,
                                                -------------------------------------------------------------
                                                            2000                            1999
                                                -----------------------------   -----------------------------
                                                  Amount     Percent of Total     Amount     Percent of Total
                                                  ------     ----------------     ------     ----------------
Type of Loans:                                                          (In Thousands)
-------------
<S>                                           <C>                  <C>        <C>                  <C>
  One-to-four-family                            $ 24,526             77.23%     $ 24,625             81.10%
  Residential construction                           516              1.62           473              1.56
  Multi-family                                       298              0.94           322              1.06
  Commercial real estate(1)                        2,748              8.65         1,938              6.38
  Commercial                                         693              2.18           253              0.83
  Consumer:
    Automobile                                     1,319              4.15         1,068              3.52
    Home equity/Line of credit                       969              3.05           835              2.75
    Share                                            193              0.61           159              0.52
    Other                                            501              1.57           692              2.28
                                                --------            ------      --------            ------
      Total consumer                               2,982              9.38         2,754              9.07
                                                --------            ------      --------            ------
      Total loans                                 31,763            100.00%       30,365            100.00%
                                                --------            ======      --------            ======
Less:
  Loans in process............................      (331)                           (200)
  Net deferred loan origination fees..........      (182)                           (189)
  Allowance for loan losses...................      (270)                           (249)
                                                --------                        --------
    Total loans, net..........................  $ 30,980                        $ 29,727
                                                ========                        ========
</TABLE>
--------------
(1)      Includes agricultural real estate loans.

                                       3
<PAGE>

         Loan Maturity  Tables.  The following  table sets forth the maturity of
the Bank's loan  portfolio  at September  30,  2000.  The table does not include
prepayments  or  scheduled  principal  repayments.   Prepayments  and  scheduled
principal  repayments on loans totaled $7.328 million and $10.164  million,  for
the years  ended  September  30,  2000 and 1999,  respectively.  Adjustable-rate
mortgage loans are shown as maturing based on contractual maturities.

                              Residential
                             Construction        Commercial            Total
                          ---------------        -----------        -----------
Non-performing loans      $           --         $       --         $       --
                          ---------------        -----------        -----------

Amounts Due:

Within 1 year                        516                467                983

After 1 year
  1 to 5 years                        --                127                127
  Over 5 Years                        --                 99                 99
                          ---------------        -----------        -----------
Total due after 1 year                --                226                226
                          ===============        ===========        ===========

Total amount due                     516                693              1,209
                          ---------------        -----------        -----------

Less:
Allowance for loan losses              3                 14                 17
Loan in Process                      331                 --                331
                          ---------------        -----------        -----------
  Loan receivable, net    $          182         $      679         $      861
                          ===============        ===========        ===========

         The following table sets forth at September 30, 2000, the dollar amount
of all loans due after  September 30, 2001 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..........           $24,039           $ 182       $24,221
Multi-family................               298               -           298
Commercial real estate......             2,584               -         2,584
Commercial..................               226               -           226
Consumer....................             2,119             367         2,486
                                       -------           -----       -------
     Total..................           $29,266           $ 549       $29,815
                                       =======           =====       =======

         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 area. The Bank
generally originates one-to-four-family residential mortgage loans in amounts up
to 80% of the lesser of the  appraised  value or selling  price of the mortgaged
property. Loans in excess of 80% of the lesser of the appraised value or selling
price of property  require  private  mortgage  insurance for the  borrower.  The
Bank's  strategy is to originate for its portfolio  adjustable-rate  loans,  and
five-year  balloon  loans  as  well as  20-year  or less  fixed-rate  loans  for
retention in its portfolio. The Bank intends to broker, for a third party, loans
with maturities of greater than 20 years for a one percent fee. During 2000, one
loan at  $104,000  was  brokered  to a third  party  with  $1,040 of fee  income
recognized.

                                       4
<PAGE>

         The Bank  offers  adjustable-rate  mortgage  loans  using  primarily  a
one-year constant maturity treasury interest rate index. During fiscal 2000, the
Bank originated one adjustable rate loan for $116,000. Interest rates charged on
mortgage  loans are  competitively  priced  based on market  conditions  and the
Bank's cost of funds. Generally, the Bank's standard underwriting guidelines for
mortgage loans conform to secondary market guidelines.  It is the current policy
of the Bank to primarily remain a portfolio  lender.  At September 30, 2000, the
Bank serviced loans for others totaling $65,000.

         The Bank  originates  five-year  balloon  mortgage loans with a 30-year
amortization  period.  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, 2000,  balloon  mortgages totaled
$2.690 million, or 8.68% of the Bank's loan portfolio.

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

         In addition to loans originated for the construction of a residence for
which the ultimate  purchaser has been  identified,  the Bank on a limited basis
originates  speculative  loans to  residential  builders  who  have  established
business relationships with the Bank. These speculative loans are typically made
for a twelve month period and require  interest only payments during the term of
the loan. In  underwriting  such loans,  the Bank  considers the number of units
that the builder has on a speculative  bid basis that remain unsold.  The Bank's
experience during the past years has been that most speculative loans are repaid
within the twelve month period.  Speculative loans are generally originated with
a  loan-to-value  ratio that does not exceed 80%. At September  30, 2000,  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.

         Commercial  Real  Estate  Loans.  In order to serve its  community  and
enhance yields on its assets,  the Bank  originates  loans secured by commercial
real  estate.  The  commercial  real estate  loans  originated  by the Bank have
generally been made to individuals, small businesses, and partnerships. They are
primarily secured by first mortgages on a motel and restaurant, office buildings
and other properties  located in its primary market area. The Bank benefits from
originating  such  loans  due  to  higher  origination  fees  and  shorter  term
maturities.  The Bank's  commercial real estate loans are 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,

                                       5
<PAGE>

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 real
estate  project.  If the cash flow from the project is reduced,  the  borrower's
ability  to repay  the  loan may be  impaired.  See also  "--Non-performing  and
Problem  Assets  --  Classified  Assets."  To  minimize  these  risks,  the Bank
generally  limits  loans of this type to its market area and to  borrowers  with
which it has substantial experience or who are otherwise well known to the Bank.
The Bank's underwriting procedures require verification of the borrower's credit
history, income, financial statements, banking relationships, credit references,
and income  projections for the property.  It is the Bank's current  practice to
obtain personal guarantees from all principals  obtaining this type of loan. The
Bank also obtains  appraisals  on each property in  accordance  with  applicable
regulations and appraisal policies. All appraisals on commercial real estate are
reviewed by the Bank's management.

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

         The Bank also  engages in loans for improved  farm land with  dwelling.
The loan-to-value ratio for this type of loan is 75% or less with a maximum term
of 20 years. These loans can be set up with interest collected semi-annually and
principal  annually as well as monthly  principal and interest  payments.  As of
September 30, 2000, agricultural land loans constituted  approximately $580,000,
or 1.87% of the Bank's loan portfolio.  Agricultural  land loans are included in
the  commercial  real  estate loan total.  See also "--  Commercial  Real Estate
Loans."

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

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

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

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

         Consumer loans  generally  involve more 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

                                       6
<PAGE>

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

         Commercial Loans. The Bank on occasion will originate commercial loans,
primarily  to existing  customers.  At  September  30,  2000,  commercial  loans
consisted  primarily of small  business loans  (primarily  secured by livestock,
office equipment, and machinery).

         Loan  Commitments.  The Bank issues verbal  commitments  to prospective
borrowers on all approved real estate loans. Generally,  the commitment requires
acceptance  within 60 days of the date of issuance.  At September 30, 2000,  the
Bank had $132,000 of commitments to cover originations,  $330,000 in undisbursed
funds for loans in process  and  $426,000  for  undisbursed  home equity line 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 $1.6
million at September 30, 2000.

         At September 30, 2000, the Bank's largest lending relationship involved
two loans secured by residential  and commercial  real estate  properties  loans
aggregating  approximately $749,000. The loans are located in the Bank's primary
market area and were performing at September 30, 2000.

Non-Performing and Problem Assets

         Loan Delinquencies.  The Bank's collection procedures provide that when
a mortgage  loan is 30 days past due,  a notice of  nonpayment  is sent.  If the
payment is still  delinquent  after 60 days,  the customer will receive a letter
and/or telephone call and may receive a visit from a representative of the Bank.
If the delinquency  continues,  similar subsequent efforts are made to eliminate
the delinquency. If the loan continues in a delinquent status until 90 days past
due and no  repayment  plan is in effect,  a notice of right to cure  default is
mailed to the customer  giving 30 additional  days to bring the account  current
before foreclosure is commenced. The loan committee meets regularly to determine
when  foreclosure  proceedings  should be initiated and the customer is notified
when foreclosure has been commenced. At September 30, 2000, loans past due 30 to
89 days totaled $380,000, and loans past 90 days were $62,000.

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

                                       7
<PAGE>

         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,
                                                            ----------------
                                                            2000       1999
                                                            ----       ----
                                                            (In Thousands)
Loans accounted for on a non-accrual basis:
  One-to-four-family                                       $  39      $  --
  Commercial real estate                                      --         65
  Construction                                                --         --
  Commercial                                                  --         --
  Consumer                                                    23          3
                                                           -----      -----
Total Non-performing loans                                    62         68
                                                           -----      -----
Real estate owned (REO)                                       --         73
                                                           -----      -----
Other non-performing assets                                   --         --
                                                           -----      -----
Total non-performing assets                                $  62      $ 141
                                                           =====      =====
Total non-performing assets to net loans                    0.20%      0.47%
                                                           =====      =====
Total non-performing assets to total assets                 0.10%      0.22%
                                                           =====      =====

         Interest income that would have been recorded on loans accounted for on
a non-accrual  basis under the original  terms of such loans was  immaterial for
the year ended  September  30,  2000.  Amounts  included in the Bank's  interest
income for the year ended September 30, 2000 were, likewise, immaterial.

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

         The  amount  of   provisions   recorded   in  future   periods  may  be
significantly  greater  or less  than  the  provisions  taken in the  past.  The
allowance for loan losses,  as a ratio of total net loans was 0.87% at September
30, 2000.

         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.

                                       8

<PAGE>

<TABLE>
<CAPTION>

                                                           At September 30,
                                         ------------------------------------------------------
                                                    2000                        1999
                                         -------------------------    -------------------------
                                                  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............           $ 120        77.23%          $ 126            81.10%
Multi-family..................               6         0.94               8             1.06
Commercial real estate........              68         8.65              45             6.38
Residential construction......               3         1.62               4             1.56
Commercial....................              14         2.18               7             0.83
Consumer......................              59         9.38              59             9.07
                                         -----       ------           -----           ------
Total allowance...............           $ 270       100.00%          $ 249           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,
                                                            2000         1999
                                                            ----         ----
                                                         (Dollars in Thousands)
<S>                                                    <C>          <C>
Total loans outstanding ..............................   $ 31,763     $ 30,365
                                                         ========     ========

Allowance for loan losses (at beginning of period) ...   $    249     $    284
Provision for loan losses ............................         --            6
Net charge-offs (recoveries):

One-to-four-family....................................        (10)           7
  Commercial real estate .............................         --           --
  Commercial .........................................         --           (1)
  Consumer ...........................................        (11)          35
                                                         --------     --------
    Net charge-offs ..................................        (21)          41
                                                         --------     --------
Allowance for loan losses (at end of period) .........   $    270     $    249
                                                         ========     ========
Allowance for loan losses to total loans, net ........       0.85 %       0.82 %
                                                         ========     ========
Net charge-offs  to loans receivable, net ............      (0.07)%       0.14 %
                                                         ========     ========
</TABLE>

Investment Activities

         General.  The Bank is required under federal  regulations to maintain a
minimum  amount of liquid  assets which may be invested in specified  short-term
securities  and certain  other  investments.  See also " -- Bank  Regulation  --
Federal Home Loan Bank System." 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, 2000,
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

                                       9
<PAGE>

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, 2000,  the Company had a
total investment of $1.0 million,  with dividends reinvested of $106,000, in two
different  mutual  funds.  The market value of these funds was $1.58  million at
that date. The Board of Directors has established a maximum  initial  investment
limit of $1.0 million in such funds.  The mutual funds  purchased by the Company
invest in equity  securities  and  accordingly,  the mutual funds are subject to
market risk including potential loss of principal.

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

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

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

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

                                       10
<PAGE>

         At September 30, 2000, all of the Bank's investment in REMICs consisted
of regular interests and did not include any residual interests or interest-only
or principal-only securities. As a matter of policy, the Bank does not invest in
residuals or interest-only and principal-only securities. The REMICs held by the
Bank at  September  30,  2000  consisted  solely  of  fixed-rate  tranches.  The
securities are backed by mortgages on one-to-four-family residential real estate
and have contractual maturities up to 30 years. The securities are PACs (Planned
Amortization  Classes)  and are  designed  to provide a specific  principal  and
interest cash-flow.

         At September 30, 2000,  the Bank had REMICs with an aggregate  carrying
amount  (including  discounts  and  premiums)  of  $583,000,  of which none were
privately issued.

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

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

                                                         At September 30,
                                                        2000           1999
                                                       -----          ------
                                                           (In Thousands)

Investment securities available-for-sale: (1)
 U.S. Agency obligations ..................            15,249         15,749
 Municipal securities......................             1,886          2,033
 Mortgage-backed securities:
   GNMA....................................             4,389          4,001
   FHLMC...................................             3,606          3,949
   FNMA....................................             2,359          2,472
   REMIC's.................................               604            719
Investment in mutual funds(2)..............             1,106          1,073
                                                       ------         ------
   Total securities available for sale.....            29,199         29,996
                                                       ------         ------
FHLB stock.................................             1,055            988
                                                       ------         ------
   Total...................................           $30,254        $30,984
                                                       ======         ======

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

                                       11
<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 at September 30, 2000 and 1999: (In thousands)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                               As of September 30, 2000
                      --------------------------------------------------------------------------------------------------------------
                                                                                            More than              Total
                        One Year or Less     One to Five Years     Five to Ten Years        Ten Years      Investment Securities
                      -------------------- ---------------------  -------------------  ------------------- -------------------------
Investment
securities                                                                                                                 Estimated
available              Amortized   Average  Amortized    Average  Amortized   Average  Amortized Average Amortized Average   Fair
for sale: (1)             Cost      Yield     Cost       Yield      Cost       Yield     Cost    Yield     Cost     Yield    Value
-------------             ----      -----     ----       -----      ----       -----     ----    -----     ----     -----    -----
<S>                   <C>          <C>      <C>           <C>      <C>        <C>     <C>        <C>    <C>           <C>   <C>
U. S. Agency
  obligations......    $    --        --     $ 3,500       6.30%    $11,749    6.40%   $    --      --%  $15,249     6.38%   $14,674
Municipal
  securities (2)...         75      7.58         205       7.53         540    7.21      1,066    6.86     1,886     7.06      1,823
Mortgage-backed
securities and
other pass-
throughs
    GNMA ..........         --        --          --         --          29    8.00      4,360    6.36     4,389     6.37      4,315
    FHLMC .........         --        --          36       8.89         236    6.88      3,334    6.56     3,606     6.61      3,557
    FNMA ..........         --        --          --         --          --      --      2,359    6.48     2,359     6.48      2,341
    REMIC's .......         --        --          --         --          --      --        604    6.63       604     6.63        583
                       -------               -------                -------            -------           -------             -------
  Total ...........    $    75      7.58%    $ 3,741       6.40%    $12,554    6.45%   $11,723    6.50%  $28,093     6.47%   $27,293
                       =======               =======                =======            =======           =======             =======

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                               As of September 30, 1999
                      --------------------------------------------------------------------------------------------------------------
                                                                                            More than              Total
                        One Year or Less     One to Five Years     Five to Ten Years        Ten Years      Investment Securities
                      -------------------- ---------------------  -------------------  ------------------- -------------------------
Investment
securities                                                                                                                 Estimated
available              Amortized   Average  Amortized    Average  Amortized   Average  Amortized Average Amortized Average   Fair
for sale: (1)             Cost      Yield     Cost       Yield      Cost       Yield     Cost    Yield     Cost     Yield    Value
-------------             ----      -----     ----       -----      ----       -----     ----    -----     ----     -----    -----
<S>                   <C>          <C>      <C>           <C>      <C>        <C>     <C>        <C>    <C>           <C>   <C>
U. S. Agency
  obligations......    $    --        --     $ 2,000       5.95%    $13,749    6.45%   $    --      --%  $15,749     6.39%   $15,146
Municipal
  securities (2)...         75      7.27         281       7.54          58   10.61      1,619    6.90     2,033     7.11      1,945
Mortgage-backed
securities and
other pass-
throughs
    GNMA ..........         --        --          --         --          40    8.00      3,961    6.64     4,001     6.65      3,939
    FHLMC .........         --        --          53       8.68          82    8.25      3,814    6.60     3,949     6.66      3,891
    FNMA ..........         --        --          --         --          --      --      2,472    6.37     2,472     6.37      2,457
    REMIC's .......         --        --          --         --          --      --        719    6.63       719     6.63        692
                       -------               -------                -------            -------           -------             -------
  Total ...........    $    75      7.27%    $ 2,334       6.20%    $13,929    6.48%   $12,585    6.61%  $28,923     6.52%   $28,070
                       =======               =======                =======            =======           =======             =======

------------------------------------------------------------------------------------------------------------------------------------
</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

                                       12
<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 area 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 area.

         Passbook  savings,  business  checking,  money  market and NOW accounts
constituted  $13.976  million,  or 43.57%,  of the Bank's  deposit  portfolio at
September 30, 2000 and the weighted  average interest rate paid on such deposits
at that date was 3.27%.  Certificates of deposit (or time deposits)  constituted
$18.105 million,  or 56.43% of the deposit portfolio of which $5.377 million, or
16.76% of the deposit  portfolio were  certificates  of deposit with balances of
$100,000 or more. The weighted  average interest rate paid on all certificate of
deposits was 5.78% at September 30, 2000. As of September 30, 2000, 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, 2000.

                                                    Certificates
Maturity Period                                       of Deposit
---------------                                       ----------
                                                    (In Thousands)
Within three months........................              $ 2,190
More than three through six months.........                1,426
More than six through twelve months........                  752
Over twelve months.........................                1,009
                                                         -------
   Total...................................              $ 5,377
                                                         =======

         Borrowings.  The Bank may obtain  advances  from the FHLB to supplement
its supply of funds for loan  origination.  Advances from the FHLB are typically
secured by a pledge of the Bank's  stock in the FHLB and a portion of the Bank's
first mortgage loans 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 callable  government  agencies
with terms to maturity of three to ten years.  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, 2000,  the Bank had $19.30
million  of  borrowings  from the  FHLB  that  consisted  of  $6.60  million  in
fixed-rate  advances with rates of 5.95% to 7.49%, and $12.70 million in putable
advances  with rates of 4.77% to 6.84%.  FHLB advances have been utilized by the


                                       13
<PAGE>
Bank to fund loan demand and to  purchase  investment  securities.  The Bank has
used FHLB  advances  to fund the  purchase  of  investment  and  mortgage-backed
securities  with the goal of earning  income on the interest  rate  differential
between the rate earned on the  investment  securities  and the rate paid on the
FHLB advances.

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

                                                        Year ended September 30,
                                                        ------------------------
                                                            2000         1999
                                                          --------     ---------
Short-term FHLB advances:                                    (In thousands)
  Average balance outstanding                             $  9,571     $ 10,926
  Maximum amount outstanding at any month-end
    during the period                                     $ 11,450     $ 12,000
  Weighted average interest rate during the period           5.75%        5.10%
Total short-term borrowings at end of period              $ 10,900     $ 11,700

Personnel

         At September 30, 2000 the Bank had eleven full-time and three part-time
employees.  None  of  the  Bank's  employees  are  represented  by a  collective
bargaining  group. The Bank believes that its relationship with its employees is
good.

Regulation

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

Bank Regulation

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


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

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

                                       14
<PAGE>
policies,  including  policies with respect to the  classification of assets and
the  establishment of adequate loan loss reserves for regulatory  purposes.  Any
change in such  regulations,  whether by the OTS, the FDIC or the United  States
Congress  could have a material  adverse  impact on the  Company or the Bank and
their operations.

         Insurance  of  Deposit  Accounts.  The FDIC  administers  two  separate
deposit insurance funds. Generally,  the Bank Insurance Funs (the "BIF") insures
the  deposits of  commercial  banks and the SAIF insures the deposits of savings
institutions.  The FDIC is authorized to increase deposit insurance  premiums if
it determines  such increases are appropriate to maintain the reserves of either
the SAIF or BIF or to fund the administration of the FDIC. In addition, the FDIC
is authorized to levy emergency special assessments of BIF and SAIF members. The
FDIC has set the deposit insurance assessment rates for SAIF member institutions
for the first six  months of 2000 at 0% to  0.027%  of  insured  deposits  on an
annualized basis, with the assessment rate for most savings  institutions set at
0%.

         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 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, 2000.

                                                     Percent of
                                        Amount     Adjusted Assets
                                        ------     ---------------
                                   (In Thousands)
GAAP Capital                            $11,079
Tangible Capital:
Regulatory requirement                      963            1.50%
Actual capital                           11,607           18.08%
                                  --------------    -------------
  Excess                                 10,644           16.58%
                                  ==============    =============

Core Capital:
Regulatory requirement                    1,926            3.00%
Actual capital                           11,607           18.08%
                                  --------------
  Excess                                  9,681           15.08%
                                  ==============    =============

Risk-Based Capital:
Regulatory Requirement                    2,064            8.00%
Actual capital                           11,877           46.04%
                                  --------------    -------------
  Excess                                  9,813           38.04%
                                  ==============    =============

         Net Portfolio Value. In order to encourage associations to reduce their
interest rate risk, the OTS adopted a rule  incorporating  an interest rate risk
("IRR") component into the risk-based  capital rules. Using data from the Bank's
quarterly  reports to the OTS, the Bank receives a report that measures interest
rate risk by  modeling  the change in the Net  Portfolio  Value  ("NPV")  over a
variety of interest  rate  scenarios.  NPV is the present value of expected cash
flows from assets,  liabilities and off-balance sheet contracts. The calculation
is intended to  illustrate  the change in NPV that will occur in the event of an
immediate  change in interest  rates of at least 200 basis points with no effect
given to any steps  management might take to counter the effect of that interest
rate movement.  Under the OTS  regulations,  an institution  with a greater than
"normal"  level of interest rate risk will be subject to a deduction  from total
capital for purposes of calculating its risk-based  capital.  Institutions  with
assets of less than $300  million and a  risk-based  capital  ratio of more than
12.0% are exempt.  The Bank meets

                                       15
<PAGE>

these qualifications and therefore is exempt. Assuming this proposed rule was in
effect at  September  30,  2000 and the Bank was not exempt  from the rule,  the
Bank's  level of  interest  rate risk would  have  caused it to be treated as an
institution  with  greater than  "normal"  interest  rate risk.  This would have
resulted in a reduction in the  risk-based  capital ratio from the September 30,
2000 calculation of 46.04% to 39.14%, which is in excess of the required minimum
of 8.00%.  Utilizing the NPV  measurement  concept,  at September 30, 2000, this
would have resulted in a $3.134  million,  or 14.99% decrease in the Bank's NPV,
assuming a 200 basis point  increase in interest  rates with no effect  given to
steps management may take to counter the effect of that interest rate movement.

         The following  table is provided by the OTS and  illustrates the change
in NPV at September 30, 2000, based on OTS  assumptions,  that will occur in the
event of an immediate change in interest rates with no effect given to any steps
which  management  might  take to  counter  the  effect  of that  interest  rate
movement.
<TABLE>
<CAPTION>
                                                               Net Portfolio as % of
                               Net Portfolio Value            Portfolio Value of Assets
  Basis Point ("bp")  -------------------------------------   --------------------------
    Change in Rates   $ Amount    $ Change(1)      % Change   NPV Ratio (2)    Change(3)
--------------------  --------   -----------  -------------   -------------  -----------
                      (Dollars in Thousands)
<S>                  <C>        <C>                <C>          <C>         <C>
        300 bp          7,556      (4,654)            (38)         12.87%      (611)bp
        200 bp          9,077      (3,134)            (26)         14.99%      (399)bp
        100 bp         10,662      (1,549)            (13)         17.07%      (191)bp
          0 bp         12,210                                      18.98%
      (100) bp         13,484       1,273              10          20.44%       147 bp
      (200) bp         13,864       1,654              14          20.79%       181 bp
      (300) bp         14,151       1,941              16          21.02%       204 bp
</TABLE>

-----------------
(1)  Represents  the increase  (decrease)  of the estimated NPV at the indicated
     change in interest rates compared to the NPV assuming no change in interest
     rates.
(2)  Calculated as the  estimated  NPV divided by the  portfolio  value of total
     assets  ("PV").  The  Bank's  PV is the  estimated  present  value of total
     assets. The PV of the Bank as of September 30, 2000, assuming no changes in
     interest rates, was $64.337 million.
(3)  Calculated  as the  increase  (decrease)  of the  NPV  ratio  assuming  the
     indicated change in interest rates over the estimated NPV ratio assuming no
     change in interest rates.

         Under the OTS interest rate risk capital rule, those  institutions with
greater  than  "normal"  levels of  interest  rate risk  will be  subject  to an
interest rate risk component in calculating  their risk-based  capital ratio. An
institution  with a "normal" level of interest rate risk is defined as one whose
"Measured Interest Rate Risk" is less than 2.0%.

         The  following  table  is  provided  by the  OTS  and is  based  on the
calculations  in the above table.  It sets forth the IRR capital  component that
will be deducted from risk-based  capital in determining the level of risk-based
capital.  At September 30, 2000,  the change in NPV as a percentage of portfolio
value of total assets is negative  4.87%,  which is greater than negative  2.0%,
indicating  that the Bank has a greater  than  "normal"  level of interest  rate
risk.  As  mentioned  earlier,  the Bank is exempt from any  additional  capital
requirements;  however,  had the Bank been subject to the IRR capital component,
its IRR capital component at September 30, 2000 would be approximately $322,000.

                                       16
<PAGE>
<TABLE>
<CAPTION>
                                                                 September 30, 2000          September 30, 1999
                                                              --------------------------  --------------------------
<S>                                                                  <C>                         <C>
RISK MEASURES: 200 BP RATE SHOCK:
Pre-Shock NPV Ratio: NPV as % of PV of Assets.................          18.98 %                     19.36 %
Exposure Measure: Post-Shock NPV Ratio........................          14.99 %                     14.46 %
Sensitivity Measure: Change in NPV Ratio......................           (399)bp                     (489)bp

CALCULATION OF CAPITAL COMPONENT:
Change in NPV as % of PV of Assets............................          (4.87)%                     (5.85)%
Interest Rate Risk Capital Component ($000) (1)...............             --                          --
</TABLE>

-------------
(1)      No amounts are shown on the interest rate risk capital  component  line
         because the Bank is exempt from the IRR capital component.

         Certain  shortcomings are inherent in the methodology used in the above
table.  Modeling changes in NPV requires the making of certain  assumptions that
may tend to oversimplify  the manner in which actual yields and costs respond to
changes in market interest rates.  First, the models assume that the composition
of  the  Bank's  interest  sensitive  assets  and  liabilities  existing  at the
beginning of a period remains  constant over the period being measured.  Second,
the models  assume  that a  particular  change in  interest  rates is  reflected
uniformly  across the yield  curve  regardless  of the  duration  to maturity or
repricing  of specific  assets and  liabilities.  Accordingly,  although the NPV
measurements  do provide an indication of the Bank's interest rate risk exposure
at a particular  point in time, such  measurements are not intended to provide a
precise forecast of the effect of changes in market interest rates on the Bank's
net interest  income.  Furthermore,  in times of decreasing  interest rates, the
value of fixed-rate  assets could  increase and the lag in repricing of interest
rate sensitive assets could be expected to have a positive effect on the Bank.

         Management  believes  that  the NPV  method  of  assessing  the  Bank's
exposure to interest rate risk and potential  reductions in net interest  income
is a useful tool for measuring  risk.  Management  also believes that strategies
employed  to  respond  to  changing   interest  rate  environments  can  have  a
significant  impact  upon  the net  value  of  assets  and  extent  of  earnings
fluctuations.  Also,  management  believes that a strong equity capital position
and  existence  of the  corporate  authority  to  raise  additional  capital  as
necessary act as valuable tools to absorb interest rate risk.

         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 after the conversion, must file an application
or a notice with the OTS at least 30 days before making a capital  distribution.
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  under OTS
regulations,   (2)  they  would   remain   adequately   capitalized   after  the
distribution,  (3) the annual amount of capital distribution does not exceed net
income for that year to date added to retained net income for the two  preceding
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.

                                       17
<PAGE>

         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. If the Bank maintains an appropriate level
of Qualified Thrift Investments  ("QTIs") (primarily  residential  mortgages and
related  investments,   including  certain   mortgage-related   securities)  and
otherwise  qualifies  as a  QTL,  it  will  continue  to  enjoy  full  borrowing
privileges  from the FHLB.  The required  percentage of QTIs is 65% of portfolio
assets  (defined as all assets minus  intangible  assets,  property  used by the
institution  in conducting  its business and liquid assets equal to 10% of total
assets).  Certain  assets  are  subject  to a  percentage  limitation  of 20% of
portfolio assets. In addition,  savings associations may include shares of stock
of the Federal Home Loan Banks  ("FHLBs"),  FNMA and FHLMC as  qualifying  QTIs.
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  1999  and  2000.  As of  September  30,  2000,  the  Bank was in
compliance with its QTL requirement with 84.54% 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, 2000, the Bank's total transaction accounts were below the minimum level for
which the Federal Reserve System requires a reserve.

Financial Services Modernization Bill

         On  November  12,  1999,   President   Clinton   signed  into  law  the
Gramm-Leach-Bliley  Act (the "GLB Act") which will,  effective  March 11,  2000,
permit  qualifying bank holding  companies to become financial holding companies
and thereby  affiliate with securities firms and insurance  companies and engage
in other activities that are financial in nature. The GLB Act defines "financial
in  nature" to  include  securities  underwriting,  dealing  and market  making;
sponsoring  mutual funds and investment  companies;  insurance  underwriting and
agency;  merchant  banking  activities;   and  activities  that  the  Board  has
determined to be closely related to banking. A qualifying national bank also may
engage,  subject to limitations on investment,  in activities that are financial
in nature,  other  than  insurance  underwriting,  insurance  company  portfolio
investment,  real  estate  development,  and real estate  investment,  through a
financial subsidiary of the bank.

         The GLB Act also prohibits new unitary  thrift  holding  companies from
engaging in  nonfinancial  activities or from  affiliating  with a  nonfinancial
entity.  As a  grandfathered  unitary thrift holding  company,  the Company will
retain its authority to engage in nonfinancial activities.

Company Regulation

         General.  The  Company is a unitary  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

                                       18
<PAGE>
is subject to regulation and  examination  by the OTS. In addition,  the OTS has
enforcement   authority  over  the  Company  and  its  non-savings   association
subsidiaries,  should such subsidiaries be formed, which also permits the OTS to
restrict or prohibit  activities that are determined to be a serious risk to the
subsidiary  savings  association.  This  regulation  and  oversight  is intended
primarily  for the  protection  of the  depositors  of the  Bank and not for the
benefit of stockholders of the Company.  The Company is required to file certain
reports with, and otherwise  comply with,  the rules and  regulations of the OTS
and the Securities and Exchange Commission ("SEC").

         QTL Test. As a unitary  savings and loan holding  company,  the Company
generally  will not be  subject  to  activity  restrictions,  provided  the Bank
satisfies  the QTL test.  If the  Company  acquires  control of another  savings
association  as a separate  subsidiary,  it would become a multiple  savings and
loan holding company.  The activities of the Company and any of its subsidiaries
(other than the Bank or any other SAIF-insured savings association) would become
subject  to  restrictions   applicable  to  bank  holding  companies  and  those
activities  specified by the OTS as permissible for a multiple  savings and loan
holding  company  unless such other  associations  each also qualify as a QTL or
were acquired in a supervised acquisition.

         Restrictions on  Acquisitions.  As a grandfathered  unitary savings and
loan holding  company under the GLB Act, the Company is generally not subject to
any  restrictions  on its  business  activities  or  those  of  its  non-savings
institution  subsidiaries.  However,  if the  Company  were to fail to meet  the
Qualified  Thrift Lender Test,  then it would become  subject to the  activities
restrictions  of the  Home  Owner's  Loan Act  applicable  to  multiple  holding
companies. See "-Bank regulation - Qualified Thrift Lender Test.:

         If the Company were to acquire control of another savings  association,
it would  lose  its  grandfathered  status  under  the GLB Act and its  business
activities  would  be  restricted  to  certain   activities   specified  by  OTS
regulation,  which include performing  services and holding properties used by a
savings institution  subsidiary,  certain activities  authorized for savings and
loan holding  companies  pursuant to the Bank  Holding  Company Act of 1956 (the
"BHC Act") or authorized  for financial  holding  companies  pursuant to the BHC
Act.  Furthermore,  no company  may acquire  control of the  Company  unless the
acquiring  company was a unitary savings and loan holding company on May 4, 1999
(or became a unitary savings and loan holding company pursuant to an application
pending as of that date) or the acquiring  company is only engaged in activities
that are  permitted  for  multiple  savings and loan  holding  companies  or for
financial holding companies under the BHC Act as amended by the GLB Act.

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

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 office  located at 106 Fort Street,
Buffalo,  Wyoming 82834.  The Bank has a total investment in office property and
equipment of $1,040,000 with a net book value of $525,000 at September 30, 2000.

                                       19
<PAGE>

         (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.

                                     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, 2000 (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.

                                       20
<PAGE>

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.

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

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

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

                                       21
<PAGE>

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.
<TABLE>
<CAPTION>
     <S>        <C>
         3.1      Articles of Incorporation of Crazy Woman Creek Bancorp Incorporated*

         3.2      Bylaws of Crazy Woman Creek Bancorp Incorporated*

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

         10.2     Stock Option Plan**

         10.3     Management Stock Bonus Plan**

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

         13       Annual Report to Stockholders for the fiscal year ended September 30, 2000.

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

         23       Consent of Independent Auditors.

         27       Financial Data Schedule (in electronic filing only)
</TABLE>

        (b)  Reports on Form 8-K.

             None.

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

                                       22
<PAGE>

                                   SIGNATURES

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


                                       CRAZY WOMAN CREEK BANCORP INCORPORATED



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


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

<TABLE>
<CAPTION>
<S>                                               <C>
/s/Deane D. Bjerke                                  /s/John B. Snyder
-------------------------------------------         -----------------------------------------------------
Deane D. Bjerke                                     John B. Snyder
President and Chief Executive Officer               Vice President and Chief Financial Officer
(Principal Executive Officer)                       (Principal Financial and Accounting Officer)
Dated:  December   , 2000                           Dated:  December   , 2000


/s/Richard Reimann                                  /s/Douglas D. Osborn
-------------------------------------------         -----------------------------------------------------
Richard Reimann                                     Douglas D. Osborn
Chairman of the Board                               Director
Dated:  December   , 2000                           Dated:  December   , 2000


                                                    /s/Thomas J. Berry
-------------------------------------------         -----------------------------------------------------
Greg L. Goddard                                     Thomas J. Berry
Director                                            Director
Dated:  December   , 2000                           Dated:  December   , 2000


/s/Sandra K. Todd
-------------------------------------------
Sandra K. Todd
Director
Dated:  December   , 2000
</TABLE>