<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                                   Form 10-QSB

(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                                        
     For the quarterly period ended September 30, 1998
                                       or
                                        
(   )     TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

     For the transition period from           to

                         Commission File No.0-22391

                                COMSTOCK BANCORP
             (Exact Name of Registrant as Specified in its Charter)

       Nevada                                       86-0856406
(State or Other Jurisdiction                       (IRS Employer
Identification No.)                          of incorporation or organization)

                       6275 Neil Road, Reno, Nevada 89511
               (Address of Principal Executive Offices)(Zip Code)
                                        
       Registrant's Telephone Number, Including Area Code:  (702) 824-7100

                                       NA
   (Former name, former address and former fiscal year, if changed since last
                                     report)
                                        
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of October 19, 1998: Common Stock - Authorized 15,000,000 shares at $0.01 par
value; issued and outstanding - 4,482,028

<PAGE>  
                                TABLE OF CONTENTS
                                        
Item
Number                                                                      Page
                         PART I - FINANCIAL INFORMATION

1.   Financial Statements

     Consolidated Statements of Condition
          September 30, 1998 and December 31, 1997.                            4
     
     Consolidated Statements of Income
          Three and nine months ended September 30, 1998 and 1997              5
     
     Consolidated Statements of Changes in Stockholders' Equity
          For the periods ended September 30, 1997, December 31, 1997, and
     September 30, 1998.                                                       6
     
     Consolidated Statements of Cash Flows
          Nine months ended September 30, 1998 and 1997                        7
     
     Notes to Consolidated Financial Statements                                8

2.   Management's Discussion and Analysis of Financial Condition and Results
     of Operations                                                            10
     

                          PART II - OTHER  INFORMATION

1.   Legal Proceedings                                                        26

2.   Changes in Securities                                                    26

3.   Defaults Upon Senior Securities                                          26

4.   Submission of Matters to a Vote of Securities' Holders                   26

5.   Other Information                                                        26

6.   Exhibits and Reports on Form 8-K                                         26

Signatures                                                                    27
<PAGE>
Part I.        Financial Information

Item I.        Financial Statements
<PAGE>
                                COMSTOCK BANCORP
                      CONSOLIDATED STATEMENTS OF CONDITION
                 As of September 30, 1998 and December 31, 1997
                             (Dollars in Thousands)
                                        
                                                (Unaudited)   (Audited)
                                                  Sept. 30,    Dec. 31,
                                                     1998         1997
    Assets:                                                            
    Cash and Due from Banks (Non-Interest          $11,417       $9,464
    Bearing)
    Fed Funds and Overnight Mutual Funds Sold       16,816        9,853
    Interest-bearing Deposits in Domestic                              
      Financial Institutions                         1,081        1,492
    Trading Account Securities                           9           12
    Securities Available for Sale                   29,160       14,218
    Securities Held to Maturity (market value                    
    of $9,153 and $10,632 at September 30,           9,028       10,636
    1998 and December 31, 1997)
    Federal Home Loan Bank Stock                       831          788

    Loans Held for Sale                             15,740       13,946
    Loans (Net of Deferred Fees)                   128,357      122,235
      Less:  Allowance for Credit Losses             1,472        1,076
        Net Loans                                  142,625      135,105
                                                                       
    Premises and Equipment                           7,342        7,710
    Other Real Estate Owned                          2,374            8
    Accrued Interest Receivable                      1,132          989
    Other Assets                                     5,051        4,423
                                                                       
      TOTAL ASSETS                                $226,862     $194,698
                                                                       
    Liabilities and Stockholders' Equity:                              
    Deposits:                                                          
      Demand Deposits (Non-Interest Bearing)       $40,070      $32,299
      Savings, Money Market and NOW Accounts        71,990       60,917
      Time Deposits Under $100,000                  55,172       50,944
      Time Deposits $100,000 and Over               33,607       27,642
        Total Deposits                             200,839      171,802
                                                                       
    Line of Credit Payable                           6,000        6,000
    Accrued Interest Payable                           269          321
    Accounts Payable and Accrued Expenses            1,148          876
    Income Taxes Payable                               152          102
      TOTAL LIABILITIES                            208,408      179,101
                                                                       
    Stockholders' Equity:                                              
    Common Stock-$0.01 par value, 15,000,000                           
    shares authorized;
     4,484,368 and 4,421,668 shares issued                             
    and outstanding on
      September 30, 1998 and December 31,               45           44
    1997 (1)
    Paid-in Surplus (1)                              9,120        8,908
    Retained Earnings                                9,233        6,628
    Common Stock in Treasury, at Cost,                                 
    Shares: 5,000 as of Sept. 30, 1998
      And 0 as of December 31, 1997.                  (39)             
    Accumulated Other Comprehensive Income:                            
     'Unrealized Gain (Loss) on Securities                             
    Available for Sale,
      Net of Applicable Deferred Income Taxes           95           17
      TOTAL STOCKHOLDERS' EQUITY                    18,454       15,597
                                                                       
      TOTAL LIABILITIES AND STOCKHOLDERS'         $226,862     $194,698
    EQUITY
                                                                       
    (1) Adjusted for two for one share                                 
    exchange and for change in par from $.50
    to $.01 on June 16, 1997.
    [See accompanying notes to financial                               
    statements.]
<PAGE>
                                COMSTOCK BANCORP
                        CONSOLIDATED STATEMENTS OF INCOME
         For the Three and Nine Months Ended September 30, 1998 and 1997
                 (Dollars in Thousands except per share amounts)
                                        
                                                           Three     Three
                                                           Months    Months
                               (Unaudited) (Unaudited) (Unaudited) (Unaudited)
                                  Sept 30,    Sept 30,    Sept 30,   Sept 30,
                                     1998        1997        1997     1997
  Interest Income:                                                       
    Interest and Fees on Loans        $13,915   $9,743    $4,687   $3,536
    Interest on Investments and                                          
 Trading Securities:
       Taxable                            918      803       357      280
       Exempt from Federal Income         315      196       122       75
 Tax
    Interest on Fed Funds Sold            451      328       211       73
    Interest on Deposits with Banks        66       71        19       22
      Total Interest Income            15,665   11,141     5,396    3,986
                                                                         
  Interest Expense:                                                      
    Interest on Deposits                5,224    3,958     1,840    1,418
    Interest on Line of Credit            279       14        94       13
      Total Interest Expense            5,503    3,972     1,934    1,431
                                                                         
  Net Interest Income                  10,163    7,169     3,462    2,555
  Provision for Credit Losses             470      180       210       60
    Net Interest Income after           9,693    6,989     3,252    2,495
 Credit Loss Provision

  Non-Interest Income:                                                   
    Service Charges on Deposit            251      208        94       71
 Accounts
    Gain/(Loss) on Sale of                (1)      (3)      (12)        0
 Investment Securities
    Gain/(Loss) on Sale of Trading        (1)      (9)       (1)        1
 Securities
    Other Income                          340      111        68       65
      Total Non-Interest Income           589      307       150      137
                                                                         
  Non-Interest Expense:                                                  
    Salaries and Employee Benefits      3,956    3,145     1,274    1,046
    Occupancy Expense                     656      532       205      198
    Furniture and Equipment Expense       540      415       178      154
    Other Operating Expenses            1,558    1,550       528      545
      Total Non-Interest Expense        6,710    5,642     2,184    1,943
                                                                         
  Income before Taxes                   3,571    1,654     1,218      689
                                     
  Provision for Income Taxes              966      470       332      201
                                                                         
    NET INCOME                         $2,605   $1,184      $886     $488
                                                                         
    Basic Earnings per Share (1)        $0.59    $0.27     $0.20    $0.11
    Diluted Earnings per Share (1)      $0.53    $0.25     $0.18    $0.10
                                                                         
  Other Comprehensive Income, Net                                        
 of Tax:
    Unrealized Gains/(Losses) on                                         
 Securities:
      Unrealized Holding                  $70    ($30)      $109    ($17)
 Gains/(Losses) Arising During
 Period
      Less: Reclassification for            8       28         4       17
 Gains/(Losses) Incl. in Income
  Other Comprehensive Income              $78     ($2)      $113       $0
                                                                         
    Comprehensive Income               $2,683   $1,182      $999     $488
                                                                         
    Other Comprehensive Income Basic    $0.60    $0.27     $0.22    $0.11
 Earnings per Share (1).
    Other Comprehensive Income          $0.54    $0.25     $0.20    $0.10
 Diluted Earnings per Share (1)
 Adjusted for two for one share
 exchange on June 16, 1997.
<PAGE>
                                COMSTOCK BANCORP
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 For Periods Ended September 30, 1997, December 31, 1997, and September 30, 1998
                             (Dollars in Thousands)
                                   (Unaudited)
<TABLE>
<S>                           <C>        <C>         <C>           <C>          <C>              <C>              <C>
                                                                                 Accumulated
                                          Treasury                  Retained     Other            Total           
                               Common     Stock       Paid-in       Earnings     Comprehensive    Stockholders'    Comprehensive
                               Stock(1)   At Cost     Surplus (1)   (Deficit)    Income           Equity           Income
                                                                              
Balances, December 31, 1996      $42         $0         $8,184        $4,792         ($9)           $13,009

  Net Income                                             1,184                                        1,184            $1,184
  Sale of Common Stock             2        714                          716         
Other Comprehensive                                                           
Income, Net of Tax
  Unrealized Gains/(Losses) 
  on Securities,
    Net of Reclassification                                               (2)         (2)                (2)
    Adjustment
      See Disclosure (a) Below
Balances, September 30, 1997     $44         $0         $8,898        $5,976        ($11)           $14,907            $1,182
  Net Income                                                             652                            652               652
  Sale of Common Stock                                      10                                           10
Other Comprehensive                                                           
Income, Net of Tax
  Unrealized Gains/(Losses)
  on Securities,
    Net of Reclassification                                                           28                 28                28
    Adjustment
      See Disclosure (b) Below
Balances, December 31, 1997      $44         $0         $8,908        $6,628         $17            $15,597            $1,862
  Net Income                                                           2,605                          2,605             2,605
  Sale of Common Stock             1                       212                                          213
  Common Stock Repurchase                   (39)                                                        (39)
Other Comprehensive Income,                                                          
Net of Tax
  Unrealized Gains/(Losses)
  on Securities,
   Net of Reclassification                                                            78                 78                78
   Adjustment
     See Disclosure (c) Below
Balances, September 30, 1998     $45       ($39)        $9,120        $9,233         $95            $18,454            $2,683
</TABLE>
                                                                              
(1) Adjusted for two for one stock exchange and change in par from
    $.50 to $.01 on June 16, 1997.
                                                                              
                                                                              
(a) Disclosure of reclassification amount:                                    
  Unrealized holding gains arising during period                          ($13)
  Less: reclassification adjustment for gains                               11
included in net income
Net unrealized gains on securities                                         ($2)
                                                                              
(b) Disclosure of reclassification amount:                                    
   Unrealized holding gains arising during period                          $30
   Less: reclassification adjustment for gains                              (2)
included in net income
Net unrealized gains on securities                                         $28
                                                                              
(c) Disclosure of reclassification amount:                                    
   Unrealized holding gains arising during period                          $70
   Less: reclassification adjustment for gains                               8
included in net income
Net unrealized gains on securities                                         $78

[See accompanying notes to financial statements.]
<PAGE>
                                COMSTOCK BANCORP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 1998 and 1997
                             (Dollars in Thousands)
                                                 (Unaudited)     (Unaudited)
                                                Sept 30, 1998   Sept 30, 1997

   Cash Flows from Operating Activities:                                  
     Net Income                                        $2,605       $1,184
     Adjustments to Reconcile Net Income to Net                           
   Cash
     Provided by Operating Activities:                                    
       Provision for Credit Losses                        470          180
       Depreciation and Amortization                      613          488
       Net (Gain) Loss on Sale of Available For             1            3
   Sale Securities
       Net (Gain) Loss on Sales of Trading                  1            9
   Securities
       Purchases of Trading Securities                      0            0
       Proceeds from Sales of Trading Securities            0            0
       Amortization of Servicing Asset                   (26)            3
       Increase/(Decrease) in Deferred Taxes Due                          
   to Change in
        Unrealized Gain or Loss on Securities              40            1
   Available for Sale
     Net (Increase) Decrease in:                                          
         Accrued Interest Receivable                    (143)        (155)
         Other Assets                                   (628)      (1,783)
         Loans Held For Sale                          (1,794)      (2,843)
     Net Increase (Decrease) in:                                          
         Accrued Interest Payable                        (52)         (21)
         Accounts Payable and Accrued Expenses            272         (10)
         Income Taxes Payable                              50           88
                                                                          
     Net Cash Provided/(Used) by Operating             $1,409     ($2,855)
   Activities
                                                                          
   Cash Flows from Investing Activities:                                  
     Net Change in Interest-Bearing Deposits in                           
   Domestic
       Financial Institutions                             411          204
     Proceeds from Sales of Available for Sale          1,612            0
   Securities
     Proceeds from Maturities of Available for          5,300        2,981
   Sale Securities
     Purchases of Available for Sale Securities      (22,796)      (6,410)
     Proceeds from Maturities of Held to                2,621        2,358
   Maturity Securities
     Purchases of Held to Maturity Securities            (68)      (6,657)
     Net Change in Loans Held to Maturity             (8,496)     (29,210)
     Purchases of Premises and Equipment, Net           (245)      (1,610)
     Purchase of FHLB Stock                              (43)         (52)
                                                                          
     Net Cash Provided/(Used) by Investing          ($21,704)    ($38,396)
   Activities
                                                                          
   Cash Flows from Financing Activities:                                  
     Net Change in Demand, Savings, NOW                                   
       and Money Market Accounts                       18,844       10,943
     Net Change in Time Deposits                       10,193       15,461
     Proceeds on Line of Credit Payable                     0        4,600
     Payments on Line of Credit Payable                     0            0
     Proceeds from Sale of Common Stock, Net              213          716
     Purchase of Treasury Stock                          (39)            0
                                                                          
     Net Cash Provided/(Used) by Financing            $29,211      $31,720
   Activities
                                                                          
   Increase (Decrease) in Cash and Equivalents          8,916      (9,531)
   Cash and Equivalents:                                                  
     Beginning of Period                               19,317       20,331
     End of Period                                    $28,233      $10,800
   [See accompanying notes to financial                                   
   statements.]
<PAGE>
Comstock Bancorp
Notes to Condensed Consolidated Financial Statements


1.   ACCOUNTING POLICIES

  Comstock Bancorp (the "Company") is a bank holding company formed in 1997,
  which became the parent company of Comstock Bank (the "Bank") on June 16,
  1997 through a tax-free exchange of shares of the Bank for shares of the
  Company.  The Company's primary holding is Comstock Bank.  The Bank provides
  its range of services primarily to businesses and individuals in the northern
  Nevada area, with some commercial lending in the Las Vegas market.  The
  Bank's principal activities include residential lending and commercial and
  retail banking.  References to the Company include the Bank unless otherwise
  noted.

  The accompanying unaudited consolidated financial statements have been
  prepared in condensed format and therefore, do not include all of the
  information and footnotes required by generally accepted accounting
  principles for complete financial statements.  However, in the opinion of
  management, all adjustments, consisting only of normal recurring adjustments
  considered necessary for a fair presentation have been reflected in the
  financial statements.  The Company believes the disclosures herein are
  adequate to make the information not misleading.  These financial statements
  should be read in conjunction with the consolidated financial statements and
  notes thereto included in Comstock Bancorp's Annual Report to shareholders
  for the fiscal year ended December 31, 1997 which is included in the
  Company's Registration Statement on 10-KSB dated March 6, 1998 (Commission
  File No. 0-22391).  The results of operations for the three and nine months
  ended September 30, 1998 are not necessarily indicative of the results to be
  expected for the full year.  Certain reclassifications have been made to
  prior period amounts to present them on a basis consistent with
  classifications for the three and nine months ended September 30, 1998.
  .
  
  
2.   COMMITMENTS & CONTINGENT LIABILITIES

  In the normal course of business, there are outstanding various commitments
  and contingent liabilities, such as commitments to extend credit and letters
  of credit, which are not reflected in the financial statements.  Management
  does not anticipate any material loss as a result of these transactions.

  

3.    EARNINGS PER SHARE

  In February 1997, the Financial Accounting Standards Board ("FASB") issued
  Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
  (SFAS 128).  The Company adopted SFAS 128 for financial statements issued for
  periods ending after December 15, 1997.  All prior period earnings per share
  figures are restated.  Basic and diluted earnings per share figures are
  required on the face of the income statement.
  
  SFAS 128 replaces prior EPS reporting requirements by replacing primary
  earnings per share with basic earning per share and by altering the
  calculation of diluted EPS, which replaces fully diluted EPS.  Basic EPS
  excludes potential dilution and is calculated by dividing income available to
  Common Stockholders by the weighted average number of outstanding common
  shares.  Diluted earnings per share reflect the potential dilution that could
  occur if option or warrant contracts to issue common stock were exercised.

  All earnings per share data in this report reflect the adoption of this
  statement.
<PAGE>
4.   COMPRESHENSIVE INCOME

  In June 1997, the FASB issued Statement for Financial Accounting Standards
  No. 130, "Reporting Comprehensive Income" (SFAS 130).  The standard is
  effective for financial statements beginning after December 15, 1997 and
  comparative statements of prior periods will include estimated comprehensive
  income data.
  
  SFAS 130 requires the presentation of the financial statements to include the
  change in net income of the Company during the period, from transactions and
  other events and circumstances derived from nonowner sources.  The Company
  will be required to report all components of comprehensive income, together
  with the total amount, in the financial statements in the period they are
  recognized.  As an example, an item that would be included in other
  comprehensive income, not included in net income in the current period, would
  be unrealized gains and losses on securities held as available for sale.
  
  This financial statements in this report include the adoption of this
  statement.


5.   PENSIONS AND OTHER POSTRETIREMENT BENEFITS

  In February 1998, the FASB issued Statement of Financial Accounting Standards
  No. 132, "Employers' Disclosure about Pensions and other Postretirement
  Benefits" (SFAS 132).  The statement is effective for fiscal years beginning
  after December 15, 1997.  The statement is intended to revise current
  disclosure requirements.  It standardized the disclosure requirements for
  these plans to the extent possible, and it requires additional information
  about changes in the benefit obligations and the fair value of plan assets.
  It does not change the measurement or recognition of standards for these
  plans.
  
  The Company does not anticipate that adoption of SFAS 132 will have a
  material effect on the Company's disclosures to the financial statements.


6.   DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

  In June of 1998, the FASB issued Statement of Financial Accounting Standards
  No. 133, "Accounting for Derivative Instruments and Hedging Activities"(SFAS
  133).  The standard is effective for fiscal years beginning after June 15,
  1999.  Earlier adoption is allowed at the beginning of any fiscal quarter
  after the release of the statement.  The standard establishes accounting and
  reporting for derivative financial instruments and for hedging activities.
  It requires that all derivatives be measured at fair value and to be
  recognized as either assets or liabilities in the statement of financial
  position.  The standard allows for a one-time transfer of securities
  (Mulligan Rule) from the Held to Maturity Portfolio to the Available for Sale
  or Trading Portfolios without the penalties imposed by SFAS 115, "Accounting
  for Certain Investments in Debt and Equity Securities".  The transfer is
  allowed at the date of initial application of the standard.
  
  Management has elected to adopt SFAS 133 as of October 1, 1998 and will
  transfer all securities currently held in the "held-to-maturity" portfolio to
  the "available for sale" portfolio.  The Company holds only minimal balances
  in derivatives that are not designated as hedges and does not anticipate the
  adoption of SFAS 133 will have a material effect on the financial statements.
<PAGE>
                         COMSTOCK BANCORP AND SUBSIDIARY
  
  Item 2.
  
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS
  
  The following financial review presents an analysis of the asset and
  liability structure of the Company and a discussion of the results of
  operations for each of the periods presented in the quarterly report and
  sources of liquidity and capital resources.  Certain statements under this
  caption, "Management's Discussion and Analysis of Financial Condition and
  Results of Operations", constitute 'forward-looking statements' under the
  Private Securities Litigation Reform Act of 1995.
  
  Discussion of Forward-looking Statements
  
  When used or incorporated by reference in disclosure documents, the words
  "anticipate", "estimate", "expect", "project", "target", "goal", and similar
  expressions are intended to identify forward-looking statements within the
  meaning of Section 27A of the Securities Act of 1933.  Such forward-looking
  statements are subject to certain risks, uncertainties and assumptions,
  including those set forth below.  Should one or more of these risks or
  uncertainties materialize, or should underlying assumptions prove incorrect,
  actual results may vary materially from those anticipated, estimated,
  expected or projected.  These forward-looking statements speak only as of the
  date of the document.  The Company expressly disclaims any obligation or
  undertaking to publicly release any updates or revisions to any forward-
  looking statement contained herein to reflect any change in the Company's
  expectation with regard thereto or any change in events, conditions or
  circumstances on which any such statement is based.
  
  Economic Conditions and Real Estate Risk.  The Company's lending operations
  are concentrated in northern Nevada.    The Company also makes loans in
  southern Nevada.  As a result, the financial condition and results of
  operations of the Company will be subject to general economic conditions
  prevailing in these regions.  If economic conditions in these regions
  deteriorate, the Company may experience higher default rates in its existing
  portfolio as well as a reduction in the value of collateral securing
  individual loans.  Separately, the Company's ability to originate the volume
  of loans or achieve the level of deposits currently anticipated could be
  affected.  As a result, the occurrence of any of these events could affect
  the accuracy of previously made forward-looking statements.
  
  Interest Rate Risk.  The Company realizes income principally from the
  differential or spread between the interest earned on loans, investments and
  other interest-earning assets and the interest paid on deposits and
  borrowings.  Loan volumes and yields, as well as the volume of and rates on
  investments, deposits and borrowings are affected by market interest rates.
  Additionally, because of the terms and conditions of many of the Company's
  loan documents and deposit accounts, and the nature of its investments, a
  change in interest rates could also affect the duration of the loan portfolio
  and/or the deposit base and/or the investment portfolio, which could alter
  the Company's sensitivity to future changes in interest rates.  As a result,
  significant shifts in interest rates could affect the accuracy of any forward-
  looking statements.
  
  Expansion Plans.  The Company has made a substantial investment in
  facilities, computer hardware and computer software in anticipation that
  demand for the resulting products and services will materialize.  There is no
  guarantee that the new products and services offered will be accepted or that
  the technology purchased will not become obsolete prior to the Company's
  realization of a positive return on its investment.  As a result,
  unanticipated changes in technology, or a misreading of customer demands for
  products and services, could affect the anticipated return on infrastructure
  investment.
<PAGE>
  Financial Condition
  
  As of September 30, 1998, the Company's assets had grown from $194.7 million
  (measured as of December 31, 1997) to $226.9 million, an increase of $32.2
  million.  Using average assets rather than end of period figures, growth was
  $14.5 million, from an average of $190.2 million in December of 1997 to an
  average of $204.7 million in September of 1998.  Management believes that the
  average asset measures are more indicative of asset size because of the large
  volume of mortgage loan closings, which occur during the last few days of
  each month.  In addition, several title company clients' deposits swell the
  last few days of the month, as loan closings tend to be concentrated near
  month's end.
  
  Loan Volume
  The Company has two major lending departments, real estate and commercial.
  The real estate department specializes in single family home mortgage lending
  including construction loans for custom homes.  The commercial lending
  department makes short-term commercial loans including real estate
  development loans, primarily residential land development.  The loans made by
  the real estate department are generally fixed rate with 15 or 30 year
  maturities.  Management does not believe long term fixed rate residential
  mortgage loans are an appropriate match for the generally short-term deposit
  liabilities the Company acquires, due to interest rate risk considerations.
  These loans are sold in the secondary market.  But, because the commercial
  loans generally carry a variable rate or, if fixed in rate, generally have
  short maturities, management considers such to be an appropriate asset for
  the Company's loan portfolio and an appropriate match for the Company's
  liability structures.
  
  Overall, loan volume (both real estate and commercial) increased from $73.0
  million of loan originations representing 443 loans in the three months ended
  September 30, 1997 to $78.0 million representing 450 new loan originations in
  the three months ended September 30, 1998, a 6.8% increase in dollar volume
  and a 1.6% increase in number of loans.   For the nine month period ended
  September 30, 1998, loan originations increased to $237 million representing
  1,453 loans from $193.3 million representing 1,176 loans in the same 1997
  period.  Management believes that the higher number of loans and higher
  dollar volume of 1998 versus the same 1997 period is due to five factors:  1)
  severe weather conditions in early 1997, 2) lower interest rates on mortgage
  loans, 3) an enhanced consumer interest in refinancing of mortgage loans, 4)
  continued growth in the area's non-gaming economic activity, and 5) the
  internal implementation of automated underwriting and credit scoring
  programs.
  
  Throughout 1997 and in the first nine months of 1998, northern Nevada
  community financial institutions experienced large liquidity increases.
  Management believes that recent acquisitions of Nevada financial institutions
  by large out-of-state institutions has created a significant opportunity for
  local institutions, including the Company, to lure deposit customers away
  from the acquired institutions.  As a result of the large liquidity infusion
  at local community oriented financial institutions, competition for
  commercial loans caused downward pressure on the Bank's interest margins and
  fee structures.  Furthermore, management has been reluctant to lower
  traditional underwriting guidelines by reducing prices and terms to higher
  risk credits, a practice it sees at the other local community financial
  institutions with excess liquidity.  As a result, loan portfolio growth has
  slowed.  Management believes that its posture on this issue will pay off in
  the long-term.
  
  The Northern Nevada Real Estate Division originated 336 loans for a dollar
  volume of $48.1 million in the three months ended September 30, 1998 compared
  to 261 loans for a dollar volume of $36.2 million in the same period of 1997.
  For the nine month period ended September 30,1998, the Northern Nevada Real
  Estate Division originated 1,017 loans for a dollar volume of  $144.5 million
  compared to 667 loans at a dollar volume of $94.8 million in the same 1997
  period.  In April 1997, the Company closed the Las Vegas real estate office
  due to high personnel turnover and low lending volumes.   Before the closing,
  the Las Vegas office originated 20 loans at a dollar volume of $2.5 million.
<PAGE>
  According to public records, mortgage loan volume in Washoe County increased
  from $138.4 million in September of 1997 to $204.0 million in September of
  1998; the Company's market share increased from 5.6% to 5.7%.  In Carson
  City, for the same period, volume rose by 57.8 % to $26.0 million from $16.5
  in September of 1997.  While volume rose, the Company's market share
  decreased from 11.5% to 3.5% due mainly to the volatility in loan volume
  generated in this relatively small market.

                    Total Residential Real Estate Lending
                                                             
               Three        ---Number---     Volume       (Mill $)
               Months
               Ended         1998  1997    1996  1998    1997   1996
                                                             
               March 31       314   185     349   $45.4  $25.8  $44.9

               June 30        367   241     327   $51.0  $35.4  $44.4

               September 30   336   261     289   $48.1  $36.2  $39.4

               December 31    N/A   280     281     N/A  $42.8  $41.5

                   Total     1017   967    1246  $144.5 $140.2 $170.2
                                                             
  
  The Commercial Division originated 114 loans for $29.9 million in the three
  months ended September 30, 1998 versus 182 loans for $36.7 million in same
  1997 period.  For the nine month period ended September 30, 1998 the
  Commercial Division originated 436 loans for $92.5 million versus 489 loans
  for $96.1 million in the same 1997 period.  Despite the closure of the Las
  Vegas real estate office, the commercial loan department continues to make
  commercial real estate loans in the Las Vegas market as a result of
  continuing relationships with borrowers, referrals, and as an overline lender
  with small commercial banks in Las Vegas.
  
   For the month of September, 1998, the average balance of the Company's loan
  portfolio was $140.1 million and the average total deposit balance was $186.9
  million for an average loan/deposit ratio in excess of  74.9%.  The average
  balance for the same year earlier period was $124.2 million and the average
  total deposit balance was $150.1 million for an average loan/deposit ratio of
  82.7%.  The increase in the level of loans in the Company's loan portfolios
  caused loan interest income to increase  $2.9 million (37%) in the nine
  months ended September 30, 1998 and by $.8 million (28.8%) for the three
  months ended September 30, 1998 as compared to the same 1997 periods, despite
  falling net interest margins.
  
  Management has noted that the larger banks in the state have begun intense
  lending campaigns.  This was in contrast to the withdrawal of the large banks
  from the lending marketplace in the recession in the early part of the
  decade.  In addition, management notes that other smaller institutions and
  some larger out of state institutions have entered the northern Nevada
  mortgage market.  Norwest Mortgage, not a significant player in northern
  Nevada in 1994, is now the dominant mortgage lender with 14.1% of the Washoe
  County market in the first nine months of 1998, more than twice the market
  share of the number two player.  In Carson City, Norwest was not a market
  share leader as late as early 1997.  But, in the first nine months of 1998,
  Norwest controlled 8.4% of the Carson City market, ahead of the 7.3% market
  share held by the Company.  Such an increase in competition has had a
  negative impact on the mortgage lending growth rates, and also on the profit
  margins for  these loans.  In the third quarter of 1997, management began to
  implement technologies such as online underwriting and credit scoring, which
  will significantly speed up the application, approval, and funding times in
  the real estate department.  Management believes that the technologies will
  improve the Company's competitiveness in the marketplace by allowing very
  rapid loan approvals, perhaps even in the field at time of first contact with
  the client and by attracting realtor business by reducing the waiting time
  for the realtor commission.  The new technologies will also allow the process
  to be less people intensive, thereby reducing costs for the Company which
  will show up either directly to the bottom line, or in the form of higher
  volume if the cost savings are passed on.  Nevertheless, because the Company
  must sell the mortgages in the secondary market, it generally cannot compete
  on a price basis with the large national mortgage banking enterprises or with
  players that can charge lower prices and put the mortgages into their
  portfolios.
<PAGE>
  Loan origination volumes are dependent on interest rate levels and an
  escalation of rates could adversely impact Company profits.  Rates began to
  increase in the first quarter of 1997 as speculation that the Federal Reserve
  would increase the federal funds rate.  In late March, 1997, the Federal
  Reserve did increase the federal funds rate by 25 basis points, causing a
  similar rise in interest rates all along the yield curve.  However, because
  inflation remained benign, market interest rates, especially at the long end
  of the maturity spectrum of the yield curve, fell throughout the summer
  months of 1997, increasing demand for mortgage loans on the national level.
  While the federal funds rate, administered by the Federal Reserve, remained
  steady for the first nine months of 1998, rates along the remainder of the
  yield curve fell.  The major impact of this on the Company has been a
  refinance boom in the mortgage markets and the stimulation of new housing
  purchases, which began last fall and has continued through the first nine
  months of 1998.  Recent reductions in the federal funds rate indicate this
  trend will continue and the Company's mortgage business will benefit from the
  lower rates.
  
  In order to mitigate the possibility of adverse impacts from interest rate
  movements, management has significantly expanded the Company's loan
  portfolios with interest sensitive assets.  This is an effort to provide the
  Company a more stable income base.  The strategy is that when interest rates
  rise and loan volume declines in the mortgage business, income on the loan
  portfolio will rise to offset the mortgage business decline.  On the other
  hand, if rates fall, the lower interest income from the loan portfolio will
  be offset by rising loan volume and fee income in the mortgage business.  In
  the current environment, since the national prime lending rate appears to be
  based on the federal funds rate and the Company moves its prime rate in
  response to competition, and since the Federal Reserve had not reduced the
  federal funds rate prior to the fourth quarter of 1998, the Company's
  interest income has continued to grow.  The recent reduction in the federal
  funds may negatively impact loan interest income.
  
  Asset Quality
  The Company's asset quality is often measured by its delinquencies and non-
  performing assets.  As of September 30, 1998 the Company had non-performing
  (non-accruing) loans of approximately $633,000, comprised of five commercial
  loans.   The Company had loans past due 90 days or more that were still
  accruing of $61,000.  As of September 30, 1997, the Company had non-
  performing (non-accruing) loans of approximately $2.6 million, comprised of
  the two fully secured construction and development loans discussed below.  At
  that time, the Company also had $353,000 of loans past due 90 days or more
  that were still accruing.  The company currently has $2.37 million in  "Other
  Real Estate Owned" consisting of the two projects reported above as non-
  accruing.   In July, the Company completed the foreclosure on a project in
  Reno for $1.59 million which contained 13 partially completed homes.  Of the
  13, two are complete with Certificates of Occupancy, one of the two has an
  offer and acceptance and is in escrow, and the other 11 are in various stages
  of completion with completion of construction anticipated by the spring,
  1999.  In September, the Company foreclosed on a project for $784,000
  containing 2 condominiums and 11 finished lots in Boulder, NV, in the Las
  Vegas Area.  The Company is developing a marketing plan for this project and
  does not expect significant losses of principle on either of its OREO
  properties.  In the same period of 1997, the Company carried one property in
  "Other Real Estate Owned" at a book value of $8,000.  Both of these projects
  had been carried on the Company's financial statements as non-performing for
  over a year.  Management believes that the acquisition of title to these
  projects and their placement into OREO is a positive step in the resolution
  of these problem assets.
<PAGE>
  Deposit Volumes
  As of September 30, 1998, the Company's deposit base had grown from $171.8
  million (measured as of December 31, 1997) to $200.8 million, an increase of
  $29 million (16.9%).  Using average balances rather than end of period
  figures, deposits grew $13.4 million (8.0%), from an average of $167.0
  million in December, 1997 to $180.4 million in September, 1998.  The increase
  is partially attributed to the addition of a fourth full service branch
  location in February of 1997, a fifth full service branch location in July of
  1997, the continued influx of deposits transferred from the branches of
  financial institutions announcing large mergers, and non-gaming economic
  growth.  Management believes the deposit base will continue to grow for two
  reasons:  1) the continued non-gaming economic growth in the northern Nevada
  region and  2) management's strategic goal of marketing to small business
  clients.
  
  Based on information available from the Nevada State Demographer and internal
  Company population forecasts, the Company's Washoe County (Reno) deposit
  service area is estimated to have grown by 2.2% in 1997 to 313,575 persons
  and is expected to continue to grow at a compounded annual rate of 2.1%
  through the millenium to 333,895 people.  Growth rates are forecast at 1.9%
  for the first five years of the next decade.  The Company's Carson City
  deposit service area is estimated to have grown by slightly more than 3.0% in
  1997 to an estimated population of 50,387 and is forecast to grow at just
  under 3% through the millenium and at a 2.3% compounded annual growth rate
  for the first five years of the next decade.
  
  Meanwhile, the state population is estimated to have grown by 3.6% in 1997 to
  an estimated 1.749 million people spurred by 4.1% growth in Las Vegas (to
  1.162 million).  The Company forecasts state growth at 3.4% through the
  millenium with Las Vegas as the catalyst with compounded annual growth of
  nearly 4%.  Early in the next decade, state growth is forecast to fall to a
  compounded annual rate of 3% as Las Vegas' growth cools to an annual rate of
  3.4%.  Based on its population forecasts, the Company believes that Nevada
  will continue as one of the fastest growing states, if not the fastest,
  throughout the period described above.  As a locally managed community
  banking organization, the Company is well positioned for such growth.

  Liquidity
  Liquidity is the ability to meet current and future obligations through
  liquidation or maturity of existing assets or the acquisition of additional
  liabilities.  Cash, short-term investments and lines of credit from other
  financial institutions are the Company's primary sources of asset liquidity.
  As a result of its loan and deposit growth, the Company's liquidity, as
  measured by the ratio of cash, overnight investments less required reserves
  to total liabilities, stood at 30.95% as of September 30, 1998, an increase
  from 21.89% on September 30, 1997.  The investment portfolio is a principal
  source of secondary asset liquidity as is the ability to borrow from the
  Federal Home Loan Bank of San Francisco (see Borrowing Capacity below).
  
  The FASB's accounting rules, beginning in 1994, required the Company to mark
  to market a portfolio that could be sold prior to maturity.  This accounting
  policy is known as SFAS 115.  The Company's "available-for-sale" portfolio
  consists of $2.8 million in U.S. Treasury and Agency securities, $6.2 million
  in FNMA and FHLMC mortgage-backed pass through securities (non-derivative
  types), $10.4 million in GNMA pass through securities, $9.8 million in tax
  exempt municipal bonds and $831,000 in Federal Home Loan Bank stock.
  Management estimates that the duration of the "available-for-sale" portfolio
  was approximately 3.09 years on September 30, 1998.  As of December 31, 1997,
  the value of the "available-for-sale" portfolio was $25,000 above its book
  value.  As of September 30, 1998, the market value of the "available-for-
  sale" portfolio was $144,000 above book value.
  
  The Company also has a $9 million book value portfolio of "held-to-maturity"
  securities as defined by SFAS 115.  As of September 30, 1998, management
  estimates that the duration of the portfolio was approximately 1.9 years.
  The market value was $128,000 above book value.  In contrast, at December 31,
  1997, the book value of this portfolio was $10.6 million with an unrealized
  loss of $4,000.  The Company will be adopting SFAS 133 as of October 1, 1998
  and will be transferring all $9 million of the securities from the "held-to-
  maturity" to the "available-for-sale" portfolio under the one-time transfer
  option.   The duration of the combined portfolio is 2.8 years.
<PAGE>
  Borrowing Capacity
  The Company maintains a secured line of credit at the Federal Home Loan Bank
  of San Francisco (FHLB) which is available for up to 30% of the Company's
  assets.  As of September 30, 1998, the Company had collateralized this line
  with loans and securities giving the Bank approximately $24 million of
  borrowing capacity.   As of September 30, 1998, there was an outstanding draw
  of $6 million on the FHLB line, $3 million with a maturity in September of
  2000 and $3 million with a maturity in January of 2000, leaving $18 million
  in unused borrowing capacity.  There was an outstanding draw of $4.6 million
  on these lines as of September 30, 1997.  The Company also has a $2.5 million
  line of credit with Union Bank of California to meet short term funding
  requirements.  This line has a $200,000 compensating balance.  FHLB, Union
  Bank of California, Pacific Coast Bankers Bank and First USA are routinely
  used for the purchase or sale of overnight Federal funds.  In addition, the
  Company invests some of its overnight liquidity in Federated Investors'
  Liquid Cash Trust, a highly collateralized mutual fund of short-term bank
  qualified investments.  The Company also has the ability to borrow from the
  Federal Reserve Bank of San Francisco for short periods of time.
  
  Individual and commercial deposits are the Company's primary source of funds
  for credit activities.  The Company's end of period ratio of loans to
  deposits, as of September 30, 1998, was 74.95%. Management believes that the
  Company's liquidity sources are adequate to meet its current operating needs
  and any additional needs that may be generated by lending activities.
  
  
  Capital Base
  The capital base for the Company increased by $2,857,000 during the nine
  months ended September 30, 1998 of which $2,605,000 was generated from
  profits, $213,000 was the result of exercised employee stock options, and
  $78,000 was gained on the SFAS 115 mark to market adjustment on the
  "available-for-sale" portfolio with an offset to capital of $39,000 from the
  purchase by the Company of 5,000 shares of its own stock at an average price
  of $7.80 per share.   In March 1997, in conjunction with the formation of the
  holding company (Comstock Bancorp), the Company called outstanding warrants
  to purchase 103,400 shares of Common Stock at $7.73 per share.  The warrant
  holders were given the option to accept similar but more restrictive warrants
  in Comstock Bancorp if approved by the shareholders of Comstock Bank at the
  annual meeting held on May 28, 1997.  By the May 16, 1997 call date, 77,000
  of the 103,400 shares were exercised.  As a result of the conversion of Bank
  stock to Company stock on a 1 for 2 basis, the remaining warrants to purchase
  26,400 shares of Bank stock were converted to warrants to purchase 52,800
  shares of Bancorp stock at $3.86 per share.  Such stock, when and if issued,
  will carry restrictions regarding its resalability.


<PAGE>
  Capital Adequacy
  As of December 31, 1990, a regulatory risk-based capital adequacy standard
  became effective.  The risk-based capital requirements were phased in over a
  period of two years with the final implementation effective on December 31,
  1992.  In addition, the regulatory agencies have continued the process of
  fine tuning the capital standards to meet their current policy objectives,
  and it is likely that the standards will undergo further change.  The table
  below compares the risk-based capital ratios as of September 30, 1998 for
  Comstock Bank and Comstock Bancorp with December 31, 1992 minimum
  requirements:
                                                             1992
                                       Comstock  Comstock    Minimum
                                        Bank     Bancorp     Requirements
             Tier I (core capital)       11.77%    11.66%       4.0%
             Total capital               12.73%    12.60%       8.0%
             Leverage ratio               8.40%     8.52%       3.0%
  
  
  
  Year 2000 Compliance
  
  The Company is aware of the  enterprise-wide  challenges  that the  millennium
  change poses to its business  operations in making information  processing and
  other  service-related  systems Year 2000  compliant.  The Company has made an
  assessment  of its Year 2000 issues and has formally  initiated a  significant
  project plan to address those issues. It is the policy of the Company that all
  of its business  operations shall be prepared to manage the change of the year
  from 1999 to 2000 without significant disruption or risk to the Company.
  
  The Company's Year 2000 Project Plan incorporates the elements  recommended by
  the Federal Financial  Institutions  Examination  Council (FFIEC) of which the
  Company's primary regulatory agency, the Federal Deposit Insurance Corporation
  (FDIC), is a member. The FFIEC Interagency Statement on the Year 2000 outlines
  five management phases necessary to facilitate  transition to the new century:
  awareness, assessment, renovation, validation, and implementation.
  
  Statement of Readiness
  
  A summary of the Company's  status in each of the Year 2000 management  phases
  and their associated tasks follows:
  
  Awareness 
           The Board of Directors and executive  management are cognizant of the
           Year  2000  challenge  and  have  made  a  supportive  commitment  of
           resources to address the matter with adoption of a Year 2000 Policy.
            
           A Year 2000 Project  Committee has been established and a strategy to
           address all internal and external systems and services formulated.
            
           Vendors and  servicers  have been  contacted to determine  their Year
           2000 plans and gain their commitment to be ready.
            
           Ongoing  progress  reports  are being  made by the Year 2000  Project
           Committee to the  Company's  Board of  Directors.  In  addition,  the
           Compliance  Manager for the Company  performs  ongoing reviews of the
           adequacy of Year 2000 Project  assessments and plans, and reports the
           results of such monitoring to the Audit & Compliance Committee of the
           Board of Directors.
            
  Assessment
           The Company has completed its assessment of its Year 2000 issues. The
           Company has  identified  critical  business  processes and automation
           platforms,  as well as examined how data  transfers  will be affected
           internally and with outside  organizations.  This assessment includes
           both information  technology "IT" systems,  as well as non-IT systems
           and services such as security systems, HVAC, elevators, etc .
            
           Resource needs have been identified,  including appropriately skilled
           personnel,   contractors,   vendor  support,  budgets,  and  hardware
           capacity.
            
           Time  frames  and   sequencing   of  Year  2000   efforts  have  been
           established.
<PAGE>
           Vendors have been contacted to obtain appropriate  assurances of Year
           2000 compliance.  Failing such assurances,  decisions will be or have
           been made to obtain  alternate  hardware,  software or  services,  as
           appropriate.  Given such  assurances,  validation  of  compliance  by
           Company testing will be well underway by December 31, l998.
            
           Existing contingency plans are being evaluated,  and will be expanded
           and/or  modified  as needed in  conjunction  with the  results of the
           Renovation and Validation phases of the project.
            
           An  assessment  of credit risk from lending  customers  has also been
           completed  as a  strategic  part of this  project  phase.  High-risk,
           technology  dependent  borrowers are being diligently worked with and
           monitored to mitigate any adverse impacts to the business borrower or
           the Company.
            
  Renovation 
           According  to  the  risk-based  priorities   established  during  the
           Assessment Phase, hardware, software, databases and non-IT systems or
           services  will be  converted,  replaced or  eliminated  as necessary.
           Renovation  work  for  critical  applications  will be  substantially
           completed by December 31, 1998.
            
           The Company's largest automation processing platform has already been
           brought into Year 2000  compliance;  as of Fall 1997, a conversion of
           mainframe  application  systems to  in-house  hardware  and Year 2000
           compliant software was completed.
            
           Vendors and  servicers  renovation  activities  are being  diligently
           monitored to ensure timely fulfillment of Year 2000 assurances.
            
  Validation
           Testing and  verification  of network and PC systems,  databases  and
           utilities by simulating  data conditions for the Year 2000 (including
           2/29/2000  leap year),  began in September  1998.  Testing  plans for
           mission critical systems are complete, and testing is proceeding with
           completion  scheduled  within  regulator  stipulated   timeframes  of
           12/31/98 internally and 3/31/99 for vendor supplied systems.
            
           A successful Y2K test simulation of the Company's  primary  mainframe
           systems including deposit,  loan and general ledger  applications was
           completed in April 1998.
            
           Data exchanges with counterparties outside the Company, including the
           Federal Reserve, will be tested towards the end of 1st Quarter 1999.
            
           Contingency  plans for critical systems will be finalized by June 30,
           1999 based upon Renovation and Validation phase results.
            
  Implementation
           Renovated  systems,  data  bases  and  utilities  will  be  put  into
           production as soon as possible  following their  validation,  but not
           later than mid-1999.
            
           Implementation  with servicers of critical  systems will be monitored
           to ensure timely completion.
            
           Contingency   plans  for  critical   systems   finalized  based  upon
           Renovation  and  Validation  phase  results,  will be  simulated  and
           tested.
            
  Costs to Address the Company's Year 2000 Issues

  Management has estimated the total cost of its Year 2000 compliance effort at
  $720,189 of which $439,350 is renovation cost of hardware and software and the
  remainder of which is $280,839 in resource costs to manage and implement the
  Company's Y2K project plan.  $625,635 of the total cost have been invested to
  date with $94,553 remaining to be incurred on the project through March 31,
  2000. This figure does not include the purchase of hardware or software for
  items identified in the Testing Phase as needing renovation or replacement.
<PAGE>
  Risks of the Company's Year 2000 Issues

  Notwithstanding  the  Company's  efforts,  there  can  be  no  assurance  that
  potential  systems  interruptions  or the cost  necessary to update  hardware,
  software  and non- IT systems will not have a material  adverse  impact on the
  Company's business,  financial  condition,  results of operations and business
  prospects.  In addition,  the Company has limited  information  concerning the
  compliance status of its suppliers and customers. In the event that any of the
  Company's significant suppliers (such as power,  telecommunications,  etc.) do
  not  successfully  and timely  achieve  Year 2000  compliance,  the  Company's
  business or operations could be adversely affected.
  
  The Company  believes  that  having  completed  a diligent  assessment  of its
  commercial loan  portfolio,  that at this time its loan risks are limited to a
  few  borrowers  that the  Company has  assessed  as being  medium to high risk
  (technology  dependent  companies)  for a  total  of  $2.05  million  out of a
  portfolio of more than $143 million. It is notable that each of these loans is
  well  collateralized,  thereby  mitigating  the potential of loan losses.  The
  medium to high-risk  borrowers  are being worked with in an ongoing  manner to
  minimize any adverse impacts to the business borrower or the Company.
  
  Company's Contingency Plans

  The Company  maintains  standard  disaster  recovery and  business  resumption
  plans.  The  Company's  contingency  plans  specific  to the Year 2000 will be
  formulated in conjunction  with system  renovation and testing  results by the
  2nd Quarter 1999.
  
  The  Company  is  confident  that its Year 2000  Plan to  address  the  issues
  associated  with the proper  functioning  of the  Company's  computer  systems
  before, at and after the turn of the century will meet the business challenges
  of entering the new millennium.
<PAGE>
                         COMSTOCK BANCORP AND SUBSIDIARY
                                        
                                        
  RESULTS OF OPERATIONS (Three and Nine Months Ended September 30, 1998 and
  1997)
  
  The Company earned $2,605,000 in the nine months ended September 30,1998, an
  increase in post-tax earnings of 120% when compared to the $1,184,000 earned
  for the nine months ended September 30, 1997.   For the three month period
  ended September 30, 1998, the Company earned $886,000, an increase of
  $398,000 or 81.6% over the same period of 1997.  On a basic per share basis,
  earnings were $.59 through September 30, 1998 versus $.27 for the same period
  of 1997 (see exhibit (a) 11 for earnings per share computations).  For the
  second quarter of 1998 the basic earnings per share were $.20 versus $.11 for
  the second quarter of 1997.  Return on average assets for the nine months
  ended September 30, 1998 was 1.70% versus 1.01% for the same 1997 period.
  Return on average equity was 20.49% versus 11.39% in the 1997 comparable
  period.
  
  Management believes that the following items had the largest impacts on
  income for the three and nine month periods ended September 30, 1998:
  
     1.Lower  interest  rates on mortgage  loans spurred an increase in mortgage
       refinancing   as  well  as  home  buying.   Real  estate   mortgage  loan
       originations  increased  32.9% to $48.1 million in the three months ended
       September 30, 1998 versus $36.2  million in the same 1997 period.  In the
       nine month period ended  September 30, 1998,  mortgage loan  originations
       increased  by 48.5% to $144.5  million  versus  $97.3  million in the six
       month period of 1997.  Assuming a  continuation  of the current  interest
       rate environment,  management believes that it is possible for 1998 to be
       the highest mortgage origination year in the Company's history.

     2.The  increase in loan  originations  contributed  to higher  average loan
       balances outstanding  providing an increase in both interest and loan fee
       income. For the nine months ended September  30,1998,  the loan portfolio
       balance averaged $142.8 million compared to $108.3 for the same period of
       1997.  For the three month  periods ended  September  30, 1998,  the loan
       portfolio  balance  averaged $143.6 million versus $116.7 million for the
       same period of 1997.

     3.The  receipt of  'additional'  interest  from a  development  loan in the
       Company's portfolio augmented earnings.  Under the terms of the loan, the
       Company collects normal interest  payments plus an additional  $2,100 for
       each lot the developer  sells. In the first quarter of 1997, 30 lots were
       sold,  producing  "additional  interest" income of $63,000. In the second
       quarter of 1997, 50 lots were sold, adding $105,000 in additional pre-tax
       income  and in the third  quarter 28 lots were  sold,  adding  $58,800 to
       income.  In the first three months of 1998, 59 lots were sold for pre-tax
       'additional' interest income of $124,000. In April, 35 lots were sold and
       closed, and the Company received 'additional' interest income of $73,500.
       In May, as part of a refinancing  package for the developer , the Company
       released  its  lien on  more  than  300  lots in  exchange  for  $521,900
       (approximately  $1,700 per lot). After the refinancing,  the Company held
       the right to receive the  'additional'  interest  income of $2,100 on 148
       lots. In June,  10 lots were sold and the Company  received  $21,000.  In
       September,  31  lots  were  sold  and  Company  received  $65,100.  As of
       September   30,  1998,   the  Company   retained  the  right  to  receive
       'additional'  interest income on 107 lots. In October,  1998, the Company
       collected $10,500 as five lots were sold.
<PAGE>
                                 Loan Interest  Income ($000)
                              Three & Nine months ended Sept. 30
                                Three Months      Nine Months
                                1998    1997     1998     1997
  Loan Interest Income        $3,580  $2,772  $10,111  $7,685
  Additional Interest Income  $   65  $   59  $   805  $  281
                                                         

     4.The Company  sold a one acre parcel  adjacent to its  headquarters  for a
       pre- tax gain of  approximately  $164,000.  The Company  determined  that
       expansion of its  headquarters  would be too costly  given its  projected
       needs and alternative rents. The Company leased and remodeled a warehouse
       space,  which its uses for its back office and computer  operations  at a
       much lower per square foot cost than the  alternative  of building on the
       adjacent lot.
     
     5.The  Bank  has  historically  maintained  a real  estate  loan  servicing
       portfolio of  approximately  $40 to $50 million owned by other  investors
       for which a servicing fee is earned.  Management  has determined the fees
       earned on the portfolio  are not  sufficient to warrant the cost involved
       in performing the servicing  function and sold the portfolio in August. A
       pre-tax gain of $326,000 was realized on the sale.

     6.Other  non-interest rate related events also had a significant  impact on
       net income. Non-interest income increased by $13,000 for the three months
       ended  September  30,  1998 over the same period of 1997,  and  increased
       $282,000 for the nine months ended  September 30, 1998 over the same 1997
       period.  The  increase is the result of rising  deposit  service  charges
       generated by the addition of two branch locations in 1997, fees earned on
       a new accounts  receivable  servicing  product and due to dividend income
       realized on various life insurance policies owned by the Bank.

       The Company committed a significant amount of resources for expansion in
       1997.  As a result of the new Galena and Sparks branches, the lease and
       remodel of the new operations center, and a partial remodel of the
       headquarters building, occupancy expenses rose $124,000 (23.3%), and
       furniture and equipment expenses rose $125,000 (30.1%) when comparing
       the nine months ended September 30, 1998 to the same 1997 period.  For
       the three month periods ended September 30, 1998 and 1997, the increases
       were $7,000 (3.5%) and $24,000 (15.6%) for occupancy and furniture and
       equipment expenses, respectively.  The deployment of capital for
       additional branches is a strategy that enhances the Company's deposit
       acquisition capability.  Management believes that the Company needs a
       strong presence in northern Nevada to continue on the growth path of the
       recent past.  The investment of capital in technological improvements
       targeted toward the Company's commitment to small business customers and
       toward an increased competitive presence is necessary to obtain a stable
       diverse customer base and to move its deposit base further toward a core
       of relationship customers and further away from dependence on a higher
       cost, non-core, single relationship customer base.  The Company
       successfully migrated from its computer service bureau to an in-house
       system in October of 1997.  Deployment of electronic products and
       services has been scheduled for the next several quarters with personal
       computer banking for small business customers being the product most
       recently introduced.
       
       Other operating expenses rose $8,000 (.5%) in the nine months ended
       September 30, 1998 over the same 1997 period.  For the three month
       period ended September 30, 1998, other operating expenses declined
       $17,000  (3.2%) over the same 1997 period.  The costs in these areas are
       leveling out with prior periods now that the Company's in-house data
       processing functions have been operational for ten months and the two
       new branch facilities have been operational for fourteen to nineteen
       months.    The Company's efficiency ratio improved to 64.0% for the
       third quarter of 1998 compared to 73.8% for same quarter of 1997.
<PAGE>
       Management believes that, in order to effectively compete in the rapidly
       changing technological world, the Company must be able to deliver its
       products and services in an electronic format.  Management believes that
       the pace of change is so rapid that delays in modernizing its systems
       could significantly threaten the Company's core deposits.  Furthermore,
       it is management's view that many northern Nevadans would prefer to bank
       with a community bank if it offered products and services similar to
       those offered by large financial institutions.  The Company has targeted
       small business and individual relationship banking as a strategic goal.
       Thus, management considers the rapid deployment of capital for
       technological modernization as both a defensive move and a strategic
       opportunity.
       
       The Company provided $290,000 more to its loan loss reserve (Provision
       for Credit Losses) in the first nine months of 1998 and $150,000 more in
       the third quarter of 1998 than it did in the same 1997 periods.
       Management's decision to increase the loan loss reserve came after a
       thorough review of the loan portfolio by management and the Loan
       Committee and an assessment of the risks in the portfolio and in the
       general economy.  Such contributions are consistent with the Company's
       strategy to build a commercial loan portfolio, which carries a higher
       risk profile.
     
       The following Interest Rate Sensitivity Analysis Table provides a
       picture of income and interest sensitivity for selected categories in a
       comparative format for the three and nine month periods ended September
       30, 1998 and 1997.  The tables show the interest sensitive assets and
       liabilities, their yields, the difference in income, and the amount of
       the difference due to volume change, rate change, and the combination of
       volume and rate change.
<PAGE>
                                COMSTOCK BANCORP
                 CONSOLIDATED INTEREST RATE SENSITIVITY ANALYSIS
             For the Three Months Ended September 30, 1998 and 1997
<TABLE>
<S>                            <C>              <C>        <C>              <C>       <C>        <C>          <C>         <C>
                                                                                                                Rate/
                                 (Unaudited)      Yield/    (Unaudited)        Yield/    Total      Volume       Rate       Volume
For Quarter Ended               Sept. 30, 1998    Rate      Sept. 30, 1998     Rate      Change    Variance    Variance    Variance
Loans:                                                                      
Loan Income                       $3,285,616      9.05%       $2,761,361       9.36%    $524,255   $637,585    ($92,072)   ($21,259)
Loan Fees and                                                               
  Servicing Income                 1,413,767                     793,382                 620,385          -           -           -
  Total Loan, Servicing,
    And Fee Income                $4,699,383     12.94%       $3,554,743      12.05%  $1,144,640          -           -           -
Investments:                                                                
Fed Funds and                                                               
Mutual Fund Income                  $210,663      5.50%          $73,114       5.59%     137,549    141,026      (1,187)    ($2.290)
Income from 
  Investment Securities              465,034      5.81%          347,994       5.68%     117,040    106,703       7,911       2,426
Interest-Bearing
  Deposit Income                      19,001      6.68%           21,906       6.48%      (2,906)    (3,455)        652        (103)
                                                                            
  Total Investment Income           $694,698      5.73%         $443,014       5.70%     251,684   $247,807      $2,486      $1,391
Trading Account Assets
  And Other Investments               14,123      6.70%            7,316       6.59%       6,807      6,572         124         111

EARNING ASSETS:                                                             
  Total Interest Income           $3,980,313      8.18%       $3,204,375       8.57%    $775,939   $885,392    ($89,585)   ($19,868)
  Total Interest, Servicing,
   Fee, and Trading
   Account Income                 $5,408,203     11.11%       $4,005,073      10.71%  $1,403,130          -           -           -
                                                                            
Deposits:                                                                   
Interest on Deposits:
  Transaction Accounts              $534,127      3.35%         $394,581       3.26%    $139,547   $125,815     $10,412      $3,320
  Time and Savings
    Deposits                       1,305,889      5.37%        1,023,363       5.28%     282,525    259,806      18,119       4,600
    Total Deposit
      Interest Expense            $1,840,016      4.57%       $1,417,944       4.50%    $422,072   $395,364     $20,885      $5,823
                                                                            
BORROWED FUNDS:                                                             
  Other Borrowed Funds               $93,993      6.22%          $13,462       6.46%     $80,531    $84,176       ($503)    ($3,143)
    Total Interest Expense        $1,934,009      4.63%       $1,431,406       4.52%    $502,603   $455,383     $35,823     $11,397
                                                                            
NET INTEREST DIFFERENTIAL         $2,046,305      3.55%       $1,772,969       4.05%    $273,336   $403,009   ($125,408)   ($31,265)
  (Excludes fee income)
NET INTEREST DIFFERENTIAL         $3,474,195      6.48%       $2,573,667       6.19%    $900,528          -           -           -
  (Includes fee income)
</TABLE>

Notes to Interest Rate Sensitivity Analysis Table:                          
  [1]  The variance analysis above excludes non-interest rate sensitive
earning assets.
  [2]  "Yield/Rate" is the interest income or interest expense, annualized,
divided by the average respective outstanding balance for the period.
  [3]  "Total Change" represents the change in the interest income or
interest expense between the respective periods.
  [4]  "Volume Variance" equals the change in average volumes (balances)
between the periods times the previous period interest rate.
  [5]  "Rate Variance" equals the change in yields or rates between the
periods times the previous period average balance.
  [6]  "Rate/Volume Variance" reflects the change in interest income or
interest expense attributable to simultaneous changes in both rates and
volumes between the respective time periods.
<PAGE>
                                COMSTOCK BANCORP
                 CONSOLIDATED INTEREST RATE SENSITIVITY ANALYSIS
              For the Nine Months Ended September 30, 1998 and 1997
<TABLE>
<S>                         <C>               <C>      <C>               <C>         <C>         <C>          <C>          <C>
                                                           COMSTOCK BANCORP
                                            CONSOLIDATED INTEREST RATE SENSITIVITY ANALYSIS
                                         For the Nine Months Ended September 30, 1998 and 1997
                                                                                                                             Rate/
                               (Unaudited)     Yield/      (Unaudited)     Yield/      Total        Volume        Rate       Volume
For the Nine Months Ended:   Sept. 30, 1998     Rate     Sept. 30, 1997     Rate       Change      Variance     Variance    Variance
Loans:
Loan Income                    $10,420,220      9.72%        $7,762,984     9.56%   $2,657,236   $2,485,766     $123,758    $39,587
Loan Fees and
  Servicing Income               3,523,702                    2,001,269              1,522,433            -            -          -
  Total Loan, Servicing,
    And Fee Income             $13,943,922     13.00%        $9,764,253    12.04%   $4,179,669            -            -          -
Investments:
Fed Funds and Mutual
  Fund Income                     $451,367      5.41%          $327,803     5.46%     $123,564     $127,664      ($2,950)   ($1,149)
Income from
  Investment Securities          1,185,729      5.71%           984,840     5.93%      200,889      246,657      (36,601)    (9,167)
Interest-Bearing
  Deposit Income                    65,519      6.57%            70,954     6.52%      (5,435)      (5,907)          515        (43)

  Total Investment Income       $1,702,615      5.65%        $1,383,597     5.83%     $319,018     $374,071     ($43,336)  ($11,716)
Trading Account Assets
  And Other Investments             47,769      7.80%            14,248     4.47%       33,521       13,148       10,595      9,777
EARNING ASSETS:
  Total Interest Income        $12,170,604      8.82%        $9,146,581     8.70%   $3,024,023   $2,843,692     $129,567    $40,236
  Total Interest, Servicing,
    Fee, and Trading
    Account Income             $15,742,075     11.41%       $11,162,099    10.61%   $4,579,976            -            -          -

Deposits:
Interest on Deposits:
  Transaction Accounts          $1,488,800      3.35%        $1,110,665     3.27%     $378,135     $340,992      $28,418     $8,725
  Time and Savings
    Deposits                     3,735,151      5.37%         2,847,271     5.21%      887,880      777,883       86,394     23,603
    Total Deposit
      Interest Expense          $5,223,951      4.58%        $3,957,936     4.47%   $1,266,015   $1,132,667     $103,678    $29,670

BORROWED FUNDS:
  Other Borrowed Funds             278,738      6.21%            13,748     6.70%      264,990     $286,866       (1,000)   (20,875)
    Total Interest Expense      $5,502,689      4.65%        $3,971,684     4.47%   $1,531,006   $1,325,491     $154,090    $51,425


NET INTEREST
 DIFFERENTIAL                   $6,667,915      4.17%        $5,174,896     4.23%   $1,493,019   $1,518,201     ($24,523)  ($11,189)
  (Excludes fee income)
NET INTEREST
 DIFFERENTIAL                  $10,239,386      6.76%        $7,190,414     6.14%   $3,048,971            -            -          -
  (Includes fee income)
</TABLE>

Notes to Interest Rate Sensitivity Analysis Table:                          
  [1]  The variance analysis above excludes non-interest rate sensitive
earning assets.
  [2]  "Yield/Rate" is the interest income or interest expense, annualized,
divided by the average respective outstanding balance for the period.
  [3]  "Total Change" represents the change in the interest income or
interest expense between the respective periods.
  [4]  "Volume Variance" equals the change in average volumes (balances)
between the periods times the previous period interest rate.
  [5]  "Rate Variance" equals the change in yields or rates between the
periods times the previous period average balance.
  [6]  "Rate/Volume Variance" reflects the change in interest income or
interest expense attributable to simultaneous changes in both rates and
volumes between the respective time periods.
<PAGE>
  For the three month periods ended September 30, 1997 and 1998, the yield on
  loan income before fees is lower in 1998 than the same period of 1997.  Once
  fees are included the yield is higher 1998 than in the same period of 1997.
  The yields on the fed funds and mutual funds are lower while yields on the
  investment securities and interest-bearing deposits in other financial
  institutions is higher in the three month period ended September 30,1998
  period than in the same period of 1997.  The rates on deposits for the three
  month period ended September 30, 1998 are again higher than the same period
  of 1997, while the rate on other borrowed funds is lower for the period.  The
  comparison of interest sensitive assets between the nine month periods ended
  September 30, 1997 and 1998 shows higher yields in loan income both before
  fees and when fees are included.  The yields on fed funds and mutual funds
  and on the investment portfolio are lower in the nine month 1998 period than
  the same period of 1997.   The yields on interest-bearing deposits in other
  financial institutions is slightly higher for the nine month period ended
  September 30, 1998 versus the same 1997 period.  The comparison of interest
  sensitive liabilities for the nine month period show an increase in rates in
  all deposit accounts and a decrease in rates on other borrowed funds.
  
  In the three month period ended September 30, 1998 compared to the same
  period of 1997, loan income increased $524,000 of which $638,000 was the
  result of increased portfolio balances and ($92,000) was the result of
  decreased yields (without $65,000 of "additional interest" income the yield
  for this period would have been 8.87% and is comparable to a yield of 9.36%
  in the same 1997 period).  For loan income the increase in the level of both
  commercial loans held in portfolio and the real estate loans held for sale
  continue to result in a positive volume variances.  For the nine months ended
  September 30, 1998 compared to the same period of 1997, loan income increased
  $2,657,000 of which $2,485,766 was due to larger portfolio balances and
  $124,000 to increased yields ($805,000 of  "additional interest" income
  discussed previously contributed to the yield increase; the yield without the
  "additional interest" would have been 8.97% for the nine months ended
  September 30, 1998 versus 9.72% for the same 1997 period, the result of
  tightening margins). Fierce competition for loans has resulted in reduced
  margins.  Again, for this period, when loan fees and servicing income are
  factored in, the result is an increase of $4,180,000 in total loan, servicing
  and fee income (including the gain on the sale of the servicing portfolio
  discussed previously).  Because the Company is a large originator and seller
  of mortgage loans, fee income plays a major role in Company earnings.  When
  the Company sells loans, all of the deferred fee income on the sold loans is
  immediately recognized as income. Total loan and fee income yields increased
  from 12.04% to 13.00% in the nine month period. When loan fees and servicing
  income are included in this period, the result is an increase of $1,144,640
  in total loan, servicing and fee income.  Total loan fees for the three month
  period increased yields from 12.05% to 12.94%.
  
  Income from fed funds and mutual fund investments increased by $138,000 in
  the three month period ended September 30, 1998 over the same 1997 period and
  by $124,000 in the nine month period ended September 30, 1998 over 1997.  The
  increases were due to larger invested balances for both the three and nine
  month periods.
  
  Higher yields on Investment Securities combined with an increase in the
  invested balances netted the Company an increase of  $117,000 for the three
  month period ending September 30, 1998 over the same 1997 period.  Lower
  yields offset by higher balances netted an increase of 201,000 for the nine
  month period ended September 30, 1998 over the same 1997 period.
  
  Interest bearing deposits with other financial institutions showed higher
  yields and lower invested balances, which netted to a decrease of $3,000 in
  income for three month period and a decrease of $5,000 in income for the nine
  month period.
<PAGE>
  Total investment income increased 56.8% or $252,000 for the three month
  period as a result of increased invested balances in investment securities,
  fed funds and mutual funds.  Overall, total investment income increased by
  23.1% or $319,000 for the nine month period as a result of increased invested
  balances in investment securities, fed funds and mutual funds.
  
  The cost of interest sensitive liabilities was higher on all deposit accounts
  for both the three and nine month periods ended September 30, 1998 over the
  same period of 1997 and was the result of rapid loan growth in late 1997
  which was funded by the purchase of higher cost time deposits as well as
  borrowings from the Federal Home Loan Bank of San Francisco. For the three
  month period, increased deposit balances contributed to $395,000 of increased
  costs, with increased rates contributing $21,000.  Increased deposit balances
  contributed to $1,132,000 of increased costs, while increased rates
  contributed to $104,000 of increased costs for the nine month period ended
  September 30, 1998 over the same period of 1997.
  
  In summary, on the asset side, larger loan, investment securities portfolio
  and fed funds levels increased income by $776,000 in the three months ended
  September 30, 1998 over the same period of 1997 and increased income by
  $3,024,000 in the nine month period.  When fee income is included, the
  increase in income for total earning assets, in the three month period of
  1998 over 1997 is $1,403,000 and for the nine month period the increase is
  $4,580,000. For the three month period ending September 30, 1998, increased
  costs of deposits and other borrowed funds of $503,000 resulted in a net
  interest income differential increase, excluding servicing fee income, of
  $273,000.  With fee income included, the net interest income differential
  increased $901,000.  When the increased costs of deposits and other borrowed
  funds of $1,531,000 for the nine month period is taken into account, the
  Company's net interest income differential, excluding servicing and fee
  income, increased $1,493,000.  With fee income included, the net interest
  income differential increased $3,049,000.
<PAGE>
  Part II.
  
  Item 1.   Legal Proceedings.
  
          The Company has been in litigation with Raymond B. Graber, II
          ("Graber"), since 1991 as discussed the the Company's Form 10-KSB
          filed March 20, 1998.  In February, 1998, the District Court entered
          an order confirming in part, and vacating, in part, the award of the
          arbitrator.  In September, 1998, the Court entered a judgment
          directing the Company to pay $272,949.23 in "restitution" and accrued
          interest to Graber and $75,000 in attorneys' fees, for a total
          judgment of $347,949.23.  The Company has appealed the judgment to the
          Supreme Court of Nevada, and enforcement of the judgment has been
          stayed pending resolution of the appeal.  Regardless of the outcome of
          the appeal, the Company's counsel believes that the amount of
          judgment, with the additional interest that will accrue thereon during
          the appeal, plus the active loan balance of $142,222.95  (a total of
          $490,172.18) is the maximum exposure to the Company.
          
  Item 2.   Changes in Securities.  None.
  
  Item 3.   Defaults Upon Senior Securities.  Not Applicable.
  
  Item 4.   Submission of Matters to a Vote of Securities Holders.  None.

  Item 5.  Other  Information:  The  Securities  and  Exchange  Commission   has
           recently  amended  Rule  14a-4 to  provide  that  with  respect  to a
           shareholder  proposal  to be  presented  at an  annual  shareholders'
           meeting other than  pursuant to Rule 14a-8 (i.e.,  which is not to be
           included  in the  registrant's  proxy  statement),  the  registrant's
           management may exercise  discretionary voting authority under proxies
           solicited by it for the meeting,  without  mention of the proposal in
           the proxy material,  if it receives  notice of the proposed  non-Rule
           14a- 8  shareholder  action  less than 45 days prior to the  calendar
           date its proxy  materials  were  mailed for the prior  year's  annual
           meeting.  As this new provision applies to the Company,  in the event
           notice of a non-Rule  14a-8  shareholder  proposal to be presented at
           the Company's 1999 Annual Meeting of  Shareholders is received by the
           Company  after March 12,  1999,  the  Company  will be  permitted  to
           exercise discretionary voting authority under proxies solicited by it
           with respect to the 1999 Annual Meeting.
  

  Item 6.(a) Exhibits. The  following  exhibits  are  filed with or incorporated
           by reference into this Form 10-QSB (numbering  corresponds to Exhibit
           Table in Item 601 of Regulation S-K):

                    No.  Exhibit                            Page
                    11.  Computation of per share earnings    26
                    27.  Financial Data Schedule              27


          (b) Form 8-K. None.
<PAGE>
                                   SIGNATURES




In accordance with the requirements of the Exchange Act, The registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

COMSTOCK BANCORP



     Date: October 29, 1998         /s/ Robert N. Barone
                                        Robert N. Barone,
                                        Chairman, CEO and Treasurer
                                        (Principal Accounting and Financial
                                        Officer)


     Date: October 29, 1998         /s/ Larry A. Platz
                                        Larry A. Platz,
                                        President and Secretary
<PAGE>
                                COMSTOCK BANCORP
                                   EXHIBIT  11
                                        
               COMPUTATION OF CONSOLIDATED NET EARNINGS PER SHARE
         For the Three and Nine Months Ended September 30, 1998 and 1997

<TABLE>
<S>                               <C>             <C>            <C>            <C>
                                                                  Three Months    Three Months
                                     (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)
                                    Sept 30, 1998  Sept 30, 1997  Sept 30, 1998  Sept 30, 1998
                                                                        
  Net Income:                            $2,605        $1,184           $886           $488
                                                                        
  Net Income per Common Share                                           
  (assuming no dilution):
     Weighted Avg. Shares             4,450,993     4,308,818      4,471,818      4,378,718
  Outstanding:
     Basic Earnings per Share:             $.59          $.27           $.20           $.11
                                                                        
  Net Income per Common and Common                                      
  Equivalent Shares:
                                                                        
  Adjusted Weighted Avg. Number of                                      
  Shares Outstd. After Giving         4,934,335     4,714,198      4,958,068      4,800,101
  Effect to the Conversion of
  Options and Warrants:
  Diluted Earnings per Share:              $.53          $.25           $.18           $.10
</TABLE>
<PAGE>
                                COMSTOCK BANCORP
                                   EXHIBIT 27
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                             FINANCIAL DATA SCHEDULE

                                                                 $ in
                                                               Thousands
                                                                        
   Cash and Due from Banks (Non-Interest Bearing)                $11,417
   Interest-bearing Deposits in Domestic Financial                 1,081
   Institutions
   Fed funds and Overnight Mutual Funds Sold                      16,816
   Trading Account Securities                                          9
   Investment and Mortgage back Securities Held for Sale          29,160
   Investment and Mortgage back Securities Held to Maturity -      9,025
   Carrying Value
   Investment and Mortgage back Securities Held to Maturity -      9,153
   Market Value
   Loans                                                         144,097
   Allowance for Credit Losses                                     1,472
   Total Assets                                                  226,862
   Deposits                                                      200,839
   Short-term borrowings                                               0
   Other Liabilities                                               1,569
   Long-term debt                                                  6,000
   Preferred stock - mandatory redemption                              0
   Preferred stock - no mandatory redemption                           0
   Common Stock                                                       45
   Other Stockholders Equity                                      18,409
   Total Liabilities and Stockholders Equity                     226,862
   Interest and Fees on Loans                                     13,915
   Interest and Dividends on Investments                           1,233
   Other Interest Income                                             518
   Total Interest Income                                          15,666
   Interest on Deposits                                            5,224
   Total Interest Expense                                          5,503
   Net Interest Income                                            10,164
   Provision for Loan Losses                                         470
   Investment Securities Gains/Losses                                (1)
   Other Expense                                                   6,710
   Income/Loss Before Income Tax                                   3,571
   Income/Loss Before Extraordinary Items                          3,571
   Extraordinary Items , Less Tax                                      0
   Cumulative Change in Accounting Principles                          0
   Net Income or Loss                                              2,605
<PAGE>
   Earnings Per Share - Primary                                     0.59
   Earnings Per Share - Fully Diluted                               0.53
   Net Yield - interest earning assets - actual                    9.72%
   Loans on Non-accrual                                              633
   Accruing Loans past due 90 Days or More                            61
   Troubled Debt Restructuring                                         0
   Potential Loan Problems                                             0
   Allowance for Loan Losses - Beginning of Period                 1,076
   Total Charge-Offs                                                  75
   Total Recoveries                                                    1
   Allowance for Loan Losses - End of Period                       1,472
   Loan Loss Allowance allocated to Domestic Loans                 1,472
   Loan Loss Allowance allocated to Foreign Loans                      0
   Loan Loss Allowance - Unallocated                                   0
<PAGE>