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                                  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 June 30, 1997
                                       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 August 1, 1997:  Common Stock - Authorized  15,000,000 shares at $0.01 par
value; issued and outstanding - 4,421,668
--------------------------------------------------------------------------------
<PAGE>
                                TABLE OF CONTENTS

Item
Number                                                                      Page
                         PART I - FINANCIAL INFORMATION

1.       Financial Statements

         Consolidated Statements of Condition
                  June 30, 1997 and December 31, 1996.....................     4

         Consolidated Statements of Income
                  Three and six months ended June 30, 1997 and 1996.......     5

         Consolidated Statements of Changes in Stockholders' Equity
                  For the periods ended June 30, 1996, December 31,
                  1996, and June 30, 1997.................................     6

         Consolidated Statements of Cash Flows
                  Six months ended June 30, 1997 and 1996.................     7

         Notes to Consolidated Financial Statements ......................     8

2.       Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................    11


                           PART II - OTHER INFORMATION

1.       Legal Proceedings ...............................................    25

2.       Changes in Securities ...........................................    25

3.       Defaults Upon Senior Securities .................................    25

4.       Submission of Matters to a Vote of Securities' Holders...........    25

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 June 30, 1997 and December 31, 1996
                             (Dollars in Thousands)

                                                          (Unaudited)  (Audited)
                                                           06/30/97     12/31/96
Assets:
Cash and Due from Banks (Non-Interest Bearing)..........     $8,487       $6,738
Fed funds and Overnight Mutual Funds Sold                     6,066       13,593
Interest-bearing Deposits in Domestic
   Financial Institutions...............................      1,395        1,498
Trading Account Securities..............................         13           28
Investment Securities...................................     23,833       17,223
Federal Home Loan Bank Stock............................        423          378

Loans Held for Sale.....................................      6,280        7,806
Loans (Net of Deferred Fees)............................    108,648       88,718
   Less:  Allowance for Credit Losses...................        947          857
     Net Loans..........................................    113,981       95,667
                                                            -------       ------
            
Premises and Equipment..................................      7,394        6,447
Other Real Estate Owned.................................         14            0
Accrued Interest Receivable.............................        851          840
Other Assets............................................      4,138        2,568
                                                              -----        -----
   TOTAL ASSETS.........................................   $166,595     $144,980
                                                           ========     ========

Liabilities and Stockholders' Equity:
Deposits:
    Demand Deposits (Non-Interest Bearing)..............    $30,635      $26,334
    Savings, Money Market and NOW Accounts..............     56,339       51,717
    Time Deposits Under 100,000.........................     41,304       33,958
    Time Deposits $100,000 and Over.....................     23,308       19,295
                                                             ------       ------
   Total Deposits.......................................    151,586      131,304
                                                            -------      -------

Other Borrowed Funds....................................         15            0
Accrued Interest Payable................................        185          189
Accounts Payable and Accrued Expenses...................        314          478
Income Taxes Payable....................................         76            0
                                                                 --            -
   TOTAL LIABILITIES....................................    152,176      131,971
                                                            -------      -------

Stockholders' Equity:
Common Stock-$0.01 par value, 15,000,000 shares authorized;
 4,421,668 and 4,235,268 shares issued and outstanding on
 June 30, 1997 and December 31, 1996....................         44           42
Paid-in Surplus.........................................      8,898        8,184
Unrealized Gain (Loss) on Securities Available for Sale,
 Net of Applicable Deferred Income Taxes................        (11)         (9)
Retained Earnings.......................................      5,488        4,792
                                                              -----        -----
   TOTAL STOCKHOLDERS' EQUITY...........................     14,419       13,009
                                                             ------       ------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...........   $166,595     $144,980
                                                           ========     ========

            [See accompanying notes to financial statements.]
<PAGE>
                                COMSTOCK BANCORP
                        CONSOLIDATED STATEMENTS OF INCOME
            For the Three and Six Months Ended June 30, 1997 and 1996
                 (Dollars in Thousands except per share amounts)

<TABLE>
<S>                                                       <C>              <C>              <C>              <C>

                                                          For the Three Months Ended        For the Six Months Ended
                                                          (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)
                                                          June 30, 1997    June 30, 1996    June 30, 1997    June 30, 1996   
                                                          -------------    -------------    -------------    -------------
Interest Income:
  Interest and Fees on Loans..............................    $3,357           $3,056           $6,208           $6,183
  Interest on Investments and Interest-Bearing
    Deposits in Domestic Financial Institutions...........       384              223              693              434
  Interest on Fed Funds and Overnight Mutual Funds........       108              233              255              337
                                                                 ---              ---              ---              ---
    Total Interest Income.................................     3,849            3,512            7,155            6,954
                                                               -----            -----            -----            -----
Interest Expense:
  Interest on Deposits....................................     1,330            1,105            2,540            2,133
  Interest on Long-Term Debt..............................         0                3                0                3
                                                                   -                -                -                -
    Total Interest Expense................................     1,330            1,108            2,540            2,136
                                                               -----            -----            -----            -----

Net Interest Income.......................................     2,520            2,404            4,615            4,819
Provision for Credit Losses...............................        60               60              120              150
                                                                  --               --              ---              ---
  Net Interest Income after Credit Loss Provision.........     2,460            2,344            4,495            4,669
                                                               -----            -----            -----            -----

Non-Interest Income:
  Service Charges on Deposit Accounts.....................        69               67              136              129
  Gain on Sale of Securities and Other Assets.............       (11)              (8)             (13)               4
  Other Income............................................        30               20               46               52
                                                                  --               --               --               --
    Total Non-Interest Income.............................        88               79              169              185
                                                                  --               --              ---              ---

Non-Interest Expense:
  Salaries and Employee Benefits..........................     1,036            1,143            2,099            2,254
  Occupancy Expense.......................................       183              129              333              259
  Furniture and Equipment Expense.........................       141              122              261              234
  Other Operating Expenses................................       578              459            1,005              929
                                                                 ---              ---            -----              ---
    Total Non-Interest Expense............................     1,938            1,853            3,698            3,675
                                                               -----            -----            -----            -----

Income before Taxes.......................................       610              571              966            1,178
Provision for Income Taxes................................       179              188              270              386
                                                                 ---              ---              ---              ---
  NET INCOME..............................................      $431             $383             $696             $792
                                                                ====             ====             ====             ====

  Primary Earnings per Share..............................     $0.09            $0.09            $0.15            $0.18
                                                               =====            =====            =====            =====
</TABLE>

                [See accompanying notes to financial statements
               and Exhibit 11-Computation of earnings per share.]
<PAGE>
                                COMSTOCK BANCORP
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                 STOCKHOLDERS' EQUITY For Periods Ended June 30,
                   1996, December 31, 1996, and June 30, 1997
                             (Dollars in Thousands)
                                   (Unaudited)
<TABLE>
<S>                                          <C>       <C>         <C>           <C>                      <C>            
                                                                                    Unrealized Gain/
                                                                                 (Loss) on Securities
                                                                   Retained       Held for Sale, Net          Total
                                             Common    Paid-in     Earnings          Of Applicable        Stockholders'
                                             Stock     Surplus     (Deficit)     Deferred Inc. Taxes         Equity
                                        
Balances, December 31, 1995................   $42      $8,164       $2,699               ($21)               $10,884
  Net Income...............................                            792                                       792
  Sale of Common Stock.....................     1          19                                                     20
  Change in Unrealized Gain/(Loss)
    on Securities Available for Sale
    Net of Applicable Deferred
    Income Taxes                                                                          (93)                   (93)
  Stock Dividends Declared.................     0           0            0                                         0
                                                -           -            -                                         -


Balances, June 30, 1996....................   $43      $8,183       $3,491              ($114)               $11,603
  Net Income...............................                          1,300                                     1,300
  Sale of Common Stock.....................     0           1                                                      1
  Change in Unrealized Gain/(Loss)
    on Securities Available for Sale
    Net of Applicable Deferred
    Income Taxes...........................                                               105                    105
                                                                                          ---                    ---

Balances, December 31, 1996................   $43      $8,184       $4,791                ($9)               $13,009
  Net Income...............................                            696                                       696
  Sale of Common Stock.....................     2         714                                                    716
  Change in Unrealized Gain/(Loss)
    on Securities Available for Sale
    Net of Applicable Deferred
    Income Taxes                                                                           (2)                    (2)
                                                                                           ---                    ---

Balances, June 30, 1997....................   $45      $8,898       $5,487               ($11)               $14,419
                                              ===      ======       ======               =====               =======

</TABLE>

[See accompanying notes to financial statements.]
<PAGE>
                                COMSTOCK BANCORP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 1997 and 1996
                             (Dollars in Thousands)
<TABLE>
<S>                                                                       <C>                    <C>    

                                                                           (Unaudited)            (Unaudited)
                                                                          June 30, 1997          June 30, 1996
Cash Flows from Operating Activities:
  Net Income......................................................             $696                   $792
  Adjustments to Reconcile Net Income to Net Cash
  Provided by Operating Activities:
    Provision for Credit Losses...................................              120                    150
    Depreciation and Amortization.................................              311                    247
    Net (Gain) Loss on Sale of Investment Securities..............               (3)                    (1)
    Net (Gain) Loss on Sales of Trading Securities................               10                     (5)
    Purchases of Trading Securities...............................                0                      0
    Proceeds from Sales of Trading Securities.....................                1                      0
    Amortization of Servicing Asset...............................              (13)                     0
    Increase/(Decrease) in Deferred Taxes Due to Change in
     Unrealized Gain or Loss on Securities Available for Sale.....                1                     48    
  Net (Increase) Decrease in:
      Accrued Interest                                                          (10)                    83
      Other Assets................................................           (1,568)                    62
      Accrued Interest Payable....................................                4                    (31)
      Loans Held For Sale.........................................            1,070                  6,576
  Net Increase (Decrease) in:
      Accounts Payable and Accrued Expenses.......................             (165)                  (250)
      Income Taxes Payable........................................               76                    (48)
                                                                                 --                    ----
    NET CASH PROVIDED BY OPERATING ACTIVITIES.....................             $529                 $7,623

Cash Flows from Investing Activities:
  Net Change in Interest-Bearing Deposits in Domestic
    Financial Institutions........................................              103                     44
  Proceeds from Sales of Available for Sale Securities............              676                  6,476
  Proceeds from Maturities of Available for Sale Securities.......              340
  Purchases of Available for Sale Securities......................           (3,511)                (7,076)
  Proceeds from Sales and Maturities of Investment Securities.....            1,545                    350
  Purchases of Investment Securities..............................           (5,629)                  (103)
  Net Change in Loans Held to Maturity............................          (19,528)                (4,201)
  Purchases of Premises and Equipment, Net........................           (1,272)                  (381)
  Purchase of FHLB Stock..........................................              (45)                   (52)
                                                                                ----                   ----
    NET CASH PROVIDED FOR INVESTING...............................         ($27,321)               ($4,943)

Cash Flows from Financing Activities:
  Net Change in Demand, Savings, NOW
    And Money Market Accounts.....................................            8,924                  4,205
  Net Change in Time Deposits.....................................           11,359                 10,785
  Proceeds on Line of Credit Payable..............................               15                  1,000
  Payments on Other Liabilities...................................                0                      0
  Proceeds from Sale of Common Stock, Net.........................              716                     19
  Cash Dividends Paid.............................................                0                      0
                                                                                  -                      -
    NET CASH PROVIDED BY FINANCING ACTIVITIES.....................          $21,014                $16,009

Increase (Decrease) in Cash and Equivalents.......................           (5,778)                18,689
Cash and Equivalents:
  Beginning of Period.............................................           20,331                 11,082
                                                                             ------                 ------
  End of Period...................................................          $14,553                $29,771
                                                                            =======                =======
</TABLE>

[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 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  Bank's Annual Report to
     shareholders  for the fiscal year ended December 31, 1996 which is included
     in the  Company's  Registration  Statement on Form S-4 dated March 25, 1997
     (Commission  File No.  333-23923).  The results of  operations  for the six
     months ended June 30, 1997, 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 six months ended June 30, 1997.


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.   SERVICING ASSETS

     Effective  January 1, 1997, the Company  adopted SFAS No. 125,  "Accounting
     for  Transfers  and Servicing of Financial  Assets and  Extinguishments  of
     Liabilities".  In accordance with the accounting standards provided by this
     statement,  after a transfer of financial  assets, an entity recognizes the
     financial and servicing assets it controls and liabilities it has incurred.
     The resulting  assets and/or  liabilities  are amortized  until control has
     been surrendered. The assets and/or liabilities are then extinguished.

     As of June 30, 1997, the Company  recognized a servicing  asset of $14,000.
     The servicing asset is carried at cost, less any valuation allowance and is
     classified  as an other asset.  The servicing  asset is amortized  over the
     expected  remaining  life  of the  underlying  loans.  The  Bank  amortized
     approximately  $1,000 during the period ended June 30, 1997. The fair value
     of the servicing  asset as of June 30, 1997 based on current  quoted market
     prices for similar instruments was estimated at $14,000, which exceeded the
     carrying value net of amortization by $1,000.
<PAGE>
4.     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  is  required  to adopt  SFAS 128 for  financial
     statements  issued for periods  ending after  December  15,  1997.  Earlier
     application  is not  permitted,  and all prior  period  earnings  per share
     figures are to be restated.  Basic and diluted  earnings per share  figures
     are required on the face of the income statement.

     SFAS 128 replaces current 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 contracts to issue common stock were exercised.

     Had SFAS 128 been in effect  during the  current  and prior  year  periods,
     basic  earnings  per share  would  have been $.10 and $.09 for the  quarter
     ending  June 30, 1997 and 1996  respectively.  Diluted  earnings  per share
     under  SFAS 128  would  have been  unchanged  at $.08 and $.08 for the same
     periods. Basic earnings per share would have been $.16 and $.19 for the six
     months ending June 30, 1997 and 1996  respectively,  while diluted earnings
     per share would have been unchanged at $.13 and $.17 for the same period.

5.    CAPITAL STRUCTURE

     In  February  1997,  the FASB  issued  Statement  of  Financial  Accounting
     Standards No. 129,  "Disclosure  of  Information  about Capital  Structure"
     (SFAS 129).  The  statement is effective for  financial  statement  periods
     ending after  December 15, 1997.  The statement is intended to  consolidate
     disclosures about capital structure into a single standard.  The disclosure
     shall  include  the  rights  and  privileges  of  the  various   securities
     outstanding,  the number of shares  issued upon  conversion,  exercise,  or
     satisfaction  of required  conditions  during the most recent annual fiscal
     period and any subsequent interim period.

     Had SFAS 129 been in effect  during the  current  and prior  year  periods,
     disclosures would not have been significantly different than reported.


6.    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   require   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
     available for sale.
<PAGE>
     If SFAS 130 had been in effect  during the current and prior year  periods,
     comprehensive income for the six months ending June 30, 1997 and 1996 would
     have been  $694,000  and  $700,000  respectively.  Equity  would  have been
     unchanged on an after tax basis.  For the quarters  ended June 30, 1997 and
     1996,   comprehensive   income  would  have  been   $464,000  and  $323,000
     respectively.  For the same three  month  periods  ending June 30, 1997 and
     1996, equity would be unchanged on an after tax basis.


7.    SEGMENT REPORTING

     In  June of  1997,  the  FASB  issued  Statement  of  Financial  Accounting
     Standards No. 131, "Disclosures about Segments of an Enterprise and Related
     Information"(SFAS   131).  The  standard  is  effective  for  fiscal  years
     beginning after December 15, 1997.

     SFAS 131 requires public companies to report  financial  information by the
     segments of the business.  The Company will have no disclosure changes as a
     result of this  standard  as the only  business  segment of the  Company is
     banking.
<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 and 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  worsen,  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 or  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.
<PAGE>
     Financial Condition

     As of June 30,  1997,  the  Company's  assets had grown  from $145  million
     (measured as of December 31, 1996) to $166.5 million,  an increase of $21.5
     million. Using average assets rather than end of period figures, growth was
     $10.1 million,  from an average of $142.4  million in December,  1996 to an
     average of $152.5 million June, 1997.  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.  The  loans  made by the  real  estate  department  are
     generally  fixed rate with 15 or 30 year  maturities.  Management  does not
     believe such loans are an  appropriate  match for the generally  short-term
     deposit  liabilities  the  Company  acquires  due  to  interest  rate  risk
     considerations.  But,  because the commercial  loans are generally  carry a
     variable  rate  or,  if fixed in rate,  generally  have  short  maturities,
     management   considers  such  loans  appropriate  for  the  Company's  loan
     portfolio.

     Overall,  loan volume  (both real  estate and  commercial)  decreased  from
     $150.5  million of loan  originations  representing  1,067 loans in the six
     months  ended June 30,  1996 to $120.3  million  representing  733 new loan
     originations  in the six months ended June 30,  1997,  a 20.1%  decrease in
     dollar  volume and a 31.3%  decrease  in number of loans.  For the  quarter
     ended June 30, 1997, total loan originations were 6.8% lower in number (493
     versus  529) than the same  period of 1996 and the  dollar  volume of $72.9
     (versus  $79.3  million)  million was 8.1% lower for the quarter ended June
     30, 1997 compared to the same quarter of 1996. Management believes that the
     lower number of loans and lower dollar  volume in the first quarter of 1997
     versus the same 1996 period is partly due to the severe weather  conditions
     which included an unusually  hard winter as well as substantial  flooding ,
     and  partly  due  to  the  heightened  liquidity  in  the  local  financial
     institutions.  (The  flooding was so severe in early  January,  1997,  that
     there was a federal disaster  declaration.  Such a declaration for the area
     has never happened in the Company's history.)

     According to Rocky Mountain Statistical Reports, throughout the period, the
     Company  maintained  its  market  share  of  northern  Nevada  real  estate
     originations  (measured  in  dollars  closed by the  Company  versus  total
     dollars of real estate loans closed in the geographic  area), an indication
     that the slow down was felt by all real estate lenders. The Northern Nevada
     Real  Estate  Division  originated  235 loans for a dollar  volume of $34.7
     million in the three months ended June 30, 1997 compared to 283 loans for a
     dollar  volume of $39.1  million  in the same  period of 1996.  For the six
     month period ended June 30, 1997,  total  northern  Nevada real estate loan
     originations  included  406  loans  for a dollar  volume  of $58.6  million
     compared  to 545  loans at a dollar  volume of $72.8  million  for the same
     period of 1996. The statistics for the Southern Nevada Real Estate Division
     (Las Vegas) were:  44 loans for $5.3 million in the three months ended June
     30,  1996  versus 6 loans for $.7  million for the same 1997 period and 131
     loans for $16.5  million  for the six months  ended June 30, 1996 versus 20
     loans for $2.5 million for the same period of 1997.  In April,  the Company
     announced  the  closing  of the Las Vegas  real  estate  office due to high
     personnel turnover and low lending volumes.
<PAGE>
                      Total Residential Real Estate Lending

        Three Months            ---Number---                Volume (Mill $)
           Ended          1997      1996      1995      1997      1996      1995
           -----          ----      ----      ----      ----      ----      ----

        March 31           185      349        205     $25.8    $ 44.9    $ 28.5
        June 30            241      327        335     $35.4    $ 44.4    $ 40.5
        September 30       N/A      289        382       N/A    $ 39.4    $ 48.7
        December 31        N/A      281        320       N/A    $ 41.5    $ 42.5
                           ---      ---        ---      ----    ------    ------
             Total         426    1,246      1,242     $61.2    $170.2    $160.2

     The Commercial  Division  originated 265 loans for $58.1 million in the six
     months ended June 30, 1997 versus 367 loans for $60.1  million in same 1996
     period.  For the three  month  period  ended June 30,  1997 the  Commercial
     Division  originated 222 loans for $36.7 million versus 187 loans for $34.1
     million for the same  period of 1996.  The local area  community  financial
     institutions  experienced large liquidity  increases.  Management  believes
     that  recent  acquisitions  of  Nevada  financial   institutions  by  large
     out-of-state institutions created a significant opportunity during 1997 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, there has been downward
     pressure on the Bank's interest  margins and fee  structures.  Furthermore,
     management  has refused 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.
     Management  believes  that its  posture  on this  issue will pay off in the
     long-term. As a result, commercial loan volume in the six months ended June
     30, 1997 was below the level generated in the same 1996 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 six  months  ended  June 30,  1997,  the  average  balance  of the
     Company's  loan  portfolio was $103.2  million and  represented  an average
     loan/deposit  ratio in excess of 74.4%.  The  average  balance for the same
     year earlier period was $84.6 million  representing an average loan/deposit
     ratio of 73.0%.  The  result of the  increase  in the level of loans in the
     Company's loan portfolios  caused loan interest income to increase $680,000
     (33.5%) in the three  months  ended June 30,  1997 as  compared to the same
     period of 1996 and to  increase  $957,000  (43.7%) in the six months  ended
     June 30, 1997 as compared to the same 1996 period.

     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.  Such an increase in competition has had a negative impact
     on the mortgage  lending  growth rates,  and also on the profit margins for
     the these loans.

     Late in the first quarter of 1996,  mortgage  interest  rates began to fall
     and continued  lower until  February,  1997.  This  stimulated  residential
     mortgage activity.  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,  and there continues to be uncertainty as to the direction of rates
     in the near future. 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,  and to offset the loan
     volume decline in the mortgage business that occurs when rates rise.
<PAGE>
     Asset Quality
     The Company's  asset  quality is often  measured by its  delinquencies  and
     non-performing  assets.  The Company's  registration  statement on Form S-4
     dated March 25, 1997 (Commission  File No.  333-23923) as amended April 14,
     1997 and the form of Proxy Statement/Prospectus  included therein indicated
     that the majority of the Company's  non-performing  assets were composed of
     two  credits  totaling  $3.0  million.  As of June 30, 1997 the Company had
     non-performing   (non-accruing)   loans  of  approximately   $2.5  million,
     comprised of the same two fully secured  construction and development loans
     totaling  $2.3 million and two  commercial  loans  totaling  $200,000.  The
     Company  had  $13,000  of loans  past due 90 days or more that  were  still
     accruing. As of June 30, 1997, the Company had two properties, with a value
     of $14,000,  taken as repayment on a loan. In the same period of 1996,  the
     Company had one property,  with a value of $134,000,  taken in foreclosure.
     These assets are designated as "Other Real Estate Owned" property.

     Deposit Volumes
     As of June 30,  1997,  the  Company's  deposit  base had grown from  $131.3
     million  (measured as of December 31, 1996) to $152.2 million,  an increase
     of $20.9 million (15.9%).  Using average balances rather than end of period
     figures,  deposits  grew $17.7 million  (14.6%),  from an average of $120.9
     million in December,  1996 to $138.6 million in June, 1997. The increase is
     partially  attributed  to the  addition  of a fourth  full  service  branch
     location in February of 1997 and to the influx of deposits transferred from
     the  branches  of  financial   institutions   recently  acquired  by  large
     out-of-state companies.  Management believes the deposit base will continue
     to grow for  several  reasons:  1) the  continued  economic  growth  in the
     northern  Nevada region;  2) the addition of a fifth full service branch on
     July 28, 1997;  and 3)  management's  strategic  goal of  attracting  small
     business  clients.  Based on the most recent  estimates  available from the
     U.S. Census Bureau,  Nevada's population grew faster than any other state's
     population  between July 1, 1995 and July 1, 1996. Within Nevada, Las Vegas
     and  environs  is the most  rapidly  growing  metropolitan  area.  Based on
     information  available  from the Nevada  State  Demographer's  Office as of
     February 1, 1997,  the Bank's  deposit  service  area of Washoe  County has
     experienced  population growth of approximately 45% over the last 13 years.
     The  deposit  service  area of Carson  City grew 41% over the same  period.
     Reno, in Washoe County,  is expected to remain Nevada's second largest city
     through the end of the century,  with a projected population growth of 3.4%
     from July 1, 1996 to July 1, 2000.  According to estimates  from the Nevada
     State  Demographer's  office,  Las Vegas  and the  surrounding  cities  are
     projected  to have even more rapid  growth  through  the end of the century
     (population  growth projected to be in excess of 17%). As a locally managed
     community  banking  organization,   the  Company  is  well  positioned  for
     continued 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 and  short-term  investments  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 25.0% as
     of June 30, 1997, a decrease  from 34.2% on June 30, 1996.  The  investment
     portfolio is the Company's  principal  source of secondary asset liquidity.
     The  availability  of this source is influenced by market  conditions.  The
     Company generally pledges investment  portfolio securities to secure credit
     at the Federal Home Loan Bank of San Francisco  and at the Federal  Reserve
     Bank of San Francisco.
<PAGE>
     The FASB's  accounting  rules,  beginning in 1994,  required the Company to
     mark to  market  a  portfolio  which  could  be  sold  prior  to  maturity.
     Management  believes that this  accounting  policy,  known as SFAS 115, has
     skewed,  and will  continue to skew,  Company  investments  toward the very
     short end of the maturity  spectrum in order to prevent large  fluctuations
     in the  value  of the  "available-for-sale"  portfolio.  This  has and will
     continue to result in overall  investment  portfolio  yields that are lower
     than they  otherwise  would have been in the absence of the SFAS 115 rules.
     The Company's  "available-for-sale"  portfolio  consists of $6.3 million in
     U.S. Treasury and Agency securities with various maturities of two years or
     less, $5.1 million in mortgage backed  securities  (non-derivative  types),
     $1.7  million in tax exempt  municipal  bonds and  $423,000 in Federal Home
     Loan Bank stock.  The duration of the  "available-for-sale"  portfolio  was
     1.27 years on June 30, 1997.  Management  believes the  investments  in the
     "available-for-sale"   portfolio  should  be  of  short  duration  so  that
     "interest rate risk" is low and that capital  fluctuations,  as a result of
     the mark to market requirements of SFAS 115, are manageable in the volatile
     interest rate environment in which the Company is operating. As of December
     31, 1996, the value of the "available-for-sale" portfolio was $14,000 below
     its  book  value.   As  of  June  30,   1997,   the  market  value  of  the
     "available-for-sale" portfolio had decreased to $17,000 below book value, a
     decrease of $3,000.

     The  Company   also  has  a  $10.7   million   book  value   portfolio   of
     "held-to-maturity"  securities  as  defined by SFAS 115.  These  securities
     cannot  be  sold in the  normal  course  of  business  and  must be held to
     maturity. In the second half of 1996, due to rising liquidity,  the Company
     decided to add longer term higher  yielding  mortgage  paper and  municipal
     securities to the investment  portfolio.  The mortgage paper can be pledged
     to the Federal  Home Loan Bank of San  Francisco  (see  Borrowing  Capacity
     below) and turned  into cash  should  the need for  liquidity  arise in the
     future.  As of June 30, 1997, the duration of the portfolio was 2.60 years.
     The market value was $370,000  below book value.  In contrast,  at December
     31, 1996,  the book value of this  portfolio was $5.5 million in book value
     with an unrealized loss of $77,000.  The increase in the unrealized loss in
     the  "held-to-maturity"  portfolio was due to rising  interest rates in the
     general economy from February to June, 1997.  Overall,  the duration of the
     entire investment portfolio (investments classified as "available-for-sale"
     and "held-to-maturity") is 1.9 years.

     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 June 30, 1997, the Company had collateralized  this
     line with loans and securities giving the Bank approximately $23 million of
     borrowing capacity.  The Company has a $2 million line of credit with Union
     Bank of California to meet short term funding requirements. This line has a
     $200,000  compensating  balance.  As  of  June  30,  1997,  there  were  no
     outstanding  draws on these  lines.  The Company also has a $30,000 line of
     credit  with  InterWest  Bank  for the  cash  requirements  of the  holding
     company.  As of June 30, 1997,  $15,000 was  outstanding on this line. Both
     the FHLB and Union Bank of California  are routinely  used for the purchase
     or sale of overnight  Federal funds.  First USA Bank has also been utilized
     for the sale of Federal funds since August, 1995.

     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 June 30, 1997,  was 78.6%.  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.
<PAGE>
     Capital Base
     The capital  base for the Company  increased by  $1,410,000  during the six
     months ended June 30, 1997 of which  $696,000 was  generated  from profits,
     $716,000 was the result of exercised employee stock options and stockholder
     warrants and $2,000 was lost on the SFAB 115 mark to market  adjustment  on
     the  "available-for-sale"  portfolio.  In March,  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.

     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 June 30,  1997 for
     Comstock  Bank  and  Comstock   Bancorp  with  December  31,  1992  minimum
     requirements:
                                      Comstock          Comstock    1992 Minimum
                                        Bank            Bancorp     Requirements
         Tier I (core capital)        11.68%            11.82%          4.0%
         Total capital                12.46%            12.60%          8.0%
         Leverage ratio                8.96%             9.02%          3.0%
<PAGE>
                         COMSTOCK BANCORP AND SUBSIDIARY


     RESULTS OF OPERATIONS (Three and Six Months Ended June 30, 1997 and 1996)

     The  company  earned  $696,000  in the six  months  ended June  30,1997,  a
     decrease in post tax earnings of 12.1% when compared to the $792,000 earned
     for the six months ended June 30, 1996. On a per share basis, earnings were
     $.15  through  June 30,  1997  versus $.18 for the same period of 1996 (see
     exhibit (a) 11 for earnings per share  computations).  For the three months
     ended June 30, 1997, the Company earned  $431,000,  an increase of 12.5% or
     $48,000 over the same period of 1996.  On a per share  basis,  earnings for
     the three month period were $.09 for the period ending June 30, 1997 versus
     $.09 for the same  period of 1996.  Return on  average  assets  for the six
     months  ended June 30, 1997 was .92% versus 1.24% for the same 1996 period.
     Return on average  equity was 10.36% versus  14.08% in the 1996  comparable
     period.

     Management  believes  that the following  items had the largest  impacts on
     income for the three and six month periods ended June 30, 1997:

         1.   Because  construction  and housing  sales slow down in the winter,
              especially  in the first quarter in northern  Nevada,  the Company
              generally  experiences  seasonality in its real estate lending. In
              early January,  the  Reno/Sparks  area and much of northern Nevada
              experienced severe flooding which management believes  exacerbated
              the seasonal lending patterns in northern Nevada.

         2.   Loan  volumes  decreased  over last year as a result of  increased
              liquidity  at  other  community  financial  institutions  and  the
              resulting increased risk those institutions appeared to be willing
              to accept in order to invest that liquidity.

         3.   Second   quarter   earnings  were  augmented  by  the  receipt  of
              `additional'  interest  from a  development  loan in the Company's
              portfolio.  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 second  quarter 50 lots were sold ,
              which  added  $105,000  in  additional  pre-tax  interest  for the
              Company.  In the  first six  months  of 1997 , 80 lots were  sold,
              adding $168,000 in additional  pre-tax income.  In July another 26
              lots were sold.  To date,  234 lots have sold and 577 remain to be
              sold.  No  lots  were  sold  and  no  `additional'   interest  was
              recognized in the first six months of 1996.

         4.   The  effective tax rate for the first six months of 1997 was 27.9%
              as compared to 32.8% for same 1996 period. The reduction is due to
              the exercise of employee  stock  options in 1997,  which  increase
              compensation  expense for tax ( but not for financial  accounting)
              purposes.

         5.   The Company is required to calculate its quarterly regulatory Call
              Report in  accordance  with  rules  prescribed  by the  regulatory
              authorities.  While Call Report accounting rules generally attempt
              to follow GAAP, they do not always do so. In addition,  GAAP often
              has different  valid  approaches for the same  accounting  problem
              (FIFO and LIFO in inventory  accounting being an example).  At the
              start of 1997,  as a result of regulatory  recommendations  on the
              Company's accounting practices,  the Company decided that it would
              defer  a  greater   portion  of  the  commercial  and  residential
              construction  and lot loan fee income than had previously been the
              Company's practice. In addition,  for the first time, again due to
              regulatory  recommendations,  the Company  began to apply some the
              fees as a contra-expense. The Company believes that the accounting
<PAGE>
              practices  for fee income  deferral  prior to the  adoption of the
              regulatory  recommendations  were in accordance with GAAP, and the
              Company's  independent  accountant so certified the 1996 financial
              statements. The Company adopted the accounting changes recommended
              by the regulators (which are also in accordance with GAAP) for its
              financial  statements  so  that  the  Company  would  not  have to
              calculate two sets of financial books, one for the regulatory Call
              Report, and one for financial accounting purposes.

              The changes in loan fee deferrals and expense  recognition  had an
              impact  on  the  Company's   reported  earnings  which  management
              believes must be adjusted to make valid comparisons with the prior
              year's data.  Management  has estimated that changes in accounting
              for loan fee deferrals  trimmed  $368,000 from pre tax income from
              what income would have been had  management  used the fee deferral
              accounting  that it used in 1996.  (It is  important  to note that
              such  income has not been  lost,  but  simply  deferred  to future
              periods.) In addition,  due to the changes in expense recognition,
              the Company credited $385,000 from fee income to offset salary and
              benefits  costs in the first six months of 1997,  and  $208,000 in
              the three months ended June 30, 1997.  Management  believes that a
              more  appropriate  comparison for fee income between 1997 and 1996
              for the six months ended June 30, 1997 to be $1,961,000  (composed
              of the  $1,208,000  reported  plus the  $368,000  and the $385,000
              discussed  above).  This represents an 8.3% decrease in fee income
              for the six month  ended June 30,  1997  versus the same period of
              1996.  For the three month period ended June 30, 1997,  management
              estimates that changes in loan fee deferrals trimmed $272,000 from
              pre tax income.  The  adjusted  comparison  for fee income for the
              three month  period of 1997 would be  $1,130,000  (composed of the
              $643,000  reported  plus the  $179,000  deferral  estimate and the
              $208,000 credited against salaries and benefits).  This represents
              a 10.5%  increase in fee income in the three month  period of 1997
              versus the same period of 1996.

              The table below  shows  actual  loan fee and  servicing  income as
              reported for the six and three month  periods of 1997 and 1996 and
              management's  estimated  adjustments  to the  1997  data  had  the
              accounting for deferred fees been the same.

                      Loan and Servicing Fee Income ($000)

                           Six months ended June 30   Three months ended June 30
                           ------------------------   --------------------------
As reported: 1997                             1,208                          643
As reported: 1996                             2,138                        1,022
1997 adjusted for accounting
   differences                                1,961                        1,130

              Salaries and employee  benefits  showed a decline from 1996 levels
              in both the three and six month  periods.  However,  the  declines
              were  caused  by the  changes  in  accounting  for  deferred  fees
              discussed above. Under the regulatory recommendations, some of the
              fees the Company  formerly booked as income have been  transferred
              to   offset   commissions   earned   by   the   originating   loan
              representative,  and thus impact  salaries and  benefits.  Had the
              accounting  been the same for both 1997 and 1996,  the  salary and
              benefit  account would have excluded  $385,000 in fees credited to
              this  account  year to date and  $208,000  credited  in the second
              quarter  of this year.  As a result,  on a  comparable  basis with
              1996,  salaries  and  benefits  would have  increased  by $289,000
              (13.9%) for the six months ended June 30, 1997. For second quarter
              of 1997, on a comparable  basis,  salaries and benefits would have
              increased  $101,000  (8.8%) over the second  quarter of 1996.  The
              table below shows  actual  salaries  and  benefits as reported for
              1997  and 1996  six and  three  month  periods,  and  management's
              estimated  adjustments to the 1997 data had the accounting for fee
              income not changed.
<PAGE>
                       Salary and Benefit Expenses ($000)

                           Six months ended June 30   Three months ended June 30
                           ------------------------   --------------------------
As reported: 1997                             2,099                        1,036
As reported: 1996                             2,254                        1,143
1997 adjusted for accounting
   differences                                2,543                        1,244


         6.   Management has estimated that the change in loan fee deferrals and
              expense  recognition  resulted in a timing  difference of $243,000
              ($.05 per share) in primary earnings for the six months ended June
              30, 1997. For the three month period, the estimated  difference in
              earnings was $179,000 ($.04 per share).  Management estimates that
              the change will also impact third quarter earning comparisons, but
              to a much  lesser  extent  than the  impact  on first  and  second
              quarter  results,  and that the impact will be  neutralized by the
              first quarter of 1998 as larger  amounts of fees already  deferred
              accrete to income in both the third and fourth quarters of 1997.

         7.   Non-interest rate related events also had a significant  impact on
              net income.  The Company  provided  $30,000  less to its loan loss
              reserve  (Provision  for Credit Losses) in the first six months of
              1997 than it did in the same 1996 period.  The contribution to the
              loan loss  reserve was the same for the second  quarter of 1997 as
              it was for 1996.  As a result  of the new  Galena  branch  and the
              lease and remodel of the new operations center (discussed  below),
              occupancy  expenses  rose  $74,000  (28.6%),   and  furniture  and
              equipment  expenses  rose $27,000  (11.5%) when  comparing the six
              months ended June 30, 1997 to the same 1996 period. For the second
              quarter of 1997,  occupancy  expenses  rose $54,000  (41.9%),  and
              furniture and equipment  expenses rose $19,000  (15.6%) versus the
              second  quarter of 1996.  Other  operating  expenses  rose $76,000
              (8.2%) in the six months  ended  June 30,  1997 over the same 1996
              period.  For the second  quarter,  other  operating  expenses rose
              $119,000 (25.9%) for 1997 over the second quarter of 1996.


         8.   Non-interest  income was lower by $16,000 for the six months ended
              June 30, 1997 than the same period of 1996, largely as a result of
              a recovery  of a  charged-off  loss in the first  quarter of 1996.
              Non-interest expenses increased  moderately.  The increases (after
              adjustment for the fee recognition) in salaries and benefits,  use
              and  occupancy,  furniture and equipment  expenses were due to the
              addition of a forth full service branch in early  February,  1997,
              the addition of a computer  operations center in late March , 1997
              and increased  staffing in the commercial  lending  division.  The
              increase in other  operating  expenses  for both the three and six
              months  periods  ended June 30,  1997 was the result of  increased
              advertising and data processing costs.

              The Company bore approximately  $15,000 in additional  expenses in
              the second quarter due to the closing of the Las Vegas office. The
              fixed overhead expenses for that office  (excluding  personnel and
              benefits  expenses)  of  approximately   $12,000  per  month  were
              eliminated in June.
<PAGE>
         9.   The  Company  completed  the  remodeling  of a 7,000  square  foot
              operations  center  and  took  occupancy  in late  March  of 1997.
              Included in the  operations  center is  accounting  and the retail
              branch back office operations.  In addition, the center will serve
              as the Company's  center for computer  operations.  The center was
              planned as part of the Company's  commitment to become independent
              in its development and delivery of electronic banking services and
              products. In addition, the commercial loan division moved from the
              first  floor of the  headquarters  building to the third floor and
              now occupies  approximately  twice its former  space.  At the same
              time,  the real estate  lending  division  expanded into the space
              vacated  by  the  commercial  department.   They  too  now  occupy
              approximately twice their former space.

         10.  The  Company  committed  a  significant  amount of  resources  for
              expansion  and  technological  modernization  in 1996 and 1997. As
              discussed  elsewhere in this filing,  the Company  opened two full
              service  branches (one in February,  1997 and one in July,  1997);
              leased,  remodeled  and  occupied a 7,000  square foot  operations
              center;  and remodeled space in its headquarters  building for the
              expansion  of  both  its  real  estate  and   commercial   lending
              departments. In addition, the Company purchased an acre of land in
              an industrial/commercial/residential development in south Reno for
              future branch development.  Finally, the Company is in the process
              of installing a significant computer resource with conversion from
              its current data processor  scheduled for completion in the fourth
              quarter.

              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  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.

              Such  capital  investments  (nearly  $2  million)  have an initial
              start-up  period  in which  there  are zero or  negative  returns.
              Because  of the  volume  of such  investments  in 1996  and  1997,
              management  believes  that the ROA and ROE are  likely to be lower
              for the  immediate  future (at least through the end of 1997) than
              they have been in the recent past.  Management  also believes that
              such  investments  are necessary for future returns to match those
              of the recent past.

The following  Interest Rate  Sensitivity  Analysis  Tables provide a picture of
income and interest  sensitivity for selected categories in a comparative format
for the three and six month  periods  ended June 30,  1997 and 1996.  The tables
show the  interest  sensitive  assets and  liabilities  in both  periods,  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 June 30, 1997 and 1996
<TABLE>
<S>                          <C>             <C>          <C>              <C>       <C>         <C>          <C>         <C>  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                           Rate/
                              (Unaudited)     Yield/       (Unaudited)      Yield/      Total      Volume       Rate       Volume
For Quarter Ended:           June 30, 1997     Rate       June 30, 1996      Rate      Change     Variance    Variance    Variance
------------------------------------------------------------------------------------------------------------------------------------
Loans:
Loan Income.................  $2,714,698      10.00%        $2,034,237      9.55%     $680,461    $558,118     $96,003     $26,340
Loan Fees and
  Servicing Income..........     643,485                     1,022,257                (378,772)       -           -           -
                                 -------                     ---------                ---------
  Total Loan, Servicing,
    And Fee Income..........   3,358,182      12.37%         3,056,493     14.35%      301,689        -           -           -

------------------------------------------------------------------------------------------------------------------------------------
Investments:
Fed Funds and Mutual
  Fund Income...............     108,126       5.53%           233,278      5.29%     (125,152)   (129,733)     10,321      (5,740)
Income from
  Investment Securities.....     353,418       6.14%           190,172      5.48%      163,246     125,309      22,868      15,068
Interest-Bearing
  Deposit Income............      23,951       6.45%            27,220      6.42%       (3,269)     (3,357)        101         (12)
                                  ------                        ------                  -------     -------        ---        ----

  Total Investment Income...     485,495       6.00%           450,670      5.43%       34,825     (11,643)     47,700      (1,232)

Trading Account Assets
  And Other Investments.....       6,127       5.70%             5,667      5.61%          460         368          86           6

------------------------------------------------------------------------------------------------------------------------------------
EARNING ASSETS:
  Total Interest Income.....  $3,200,192       9.05%        $2,484,906      8.36%     $715,286    $546,475    $143,703     $25,107
  Total Interest, Servicing,
    Fee, and Trading
    Account Income.........   $3,849,804      10.89%        $3,512,830     11.82%     $336,974        -           -           -

------------------------------------------------------------------------------------------------------------------------------------
Deposits:
Interest on Deposits:
  Transaction Accounts.....     $373,600       3.26%          $301,752      3.29%      $71,848      75,278      (2,745)       (685)
  Time and Savings
    Deposits...............      956,441       5.20%           803,121      5.17%      153,320     141,662       4,593         804
                                 -------                       -------                 -------     -------       -----         ---
    Total Deposit
      Interest Expense.....    1,330,041       4.46%         1,104,873      4.47%      225,168     224,774      (3,801)       (770)

------------------------------------------------------------------------------------------------------------------------------------
BORROWED FUNDS:
  Other Borrowed Funds.....          286       7.64%             2,977     17.91%      ($2,691)    ($2,314)    ($1,711)     $1,326
                                     ---                         -----                 --------    --------    --------     ------
    Total Interest            $1,330,327       4.46%        $1,107,850      4.48%     $222,477    $224,650     ($5,942)    ($1,199)
      Expense..............

------------------------------------------------------------------------------------------------------------------------------------
NET INTEREST
 DIFFERENTIAL..............   $1,869,866       4.60%        $1,377,056      3.88%     $492,810    $321,826    $149,645     $26,307
  (Excludes fee income)
NET INTEREST
 DIFFERENTIAL..............   $2,519,478       6.44%        $2,404,980      7.34%     $114,498        -           -         -
  (Includes fee income)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes to Interest Rate Sensitivity Analysis Table:
  [1] The variance  analysis above excludes  non-interest rate sensitive earning
  assets and borrowed funds.
  [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
                       INTEREST RATE SENSITIVITY ANALYSIS
                 For the Six Months Ended June 30, 1997 and 1996
<TABLE>
<S>                        <C>             <C>        <C>              <C>      <C>           <C>        <C>        <C>       
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       Rate/
                            (Unaudited)    Yield/      (Unaudited)     Yield/      Total       Volume      Rate       Volume
Year-To-Date Ended:        June 30, 1997    Rate      June 30, 1996     Rate      Change      Variance   Variance    Variance
------------------------------------------------------------------------------------------------------------------------------------
Loans:
Loan Income...............   $5,001,408     9.66%       $4,044,381      9.49%     $957,028    $886,770    $72,312     $15,926
Loan Fees and
  Servicing Income........    1,207,888                  2,138,432                (930,544)       -          -           -
                              ---------                  ---------                ---------
Total Loan, Servicing,
    and Fee Income........    6,209,296    12.00%        6,182,813     14.51%       26,483        -          -           -

------------------------------------------------------------------------------------------------------------------------------------
Investments:
Fed Funds and Mutual
  Fund Income.............      254,688     5.43%          337,133      5.31%      (82,444)   ($86,373)    $7,787     ($2,006)
Income from
  Investment Securities...      636,846     6.07%          369,355      5.39%      267,491    $197,899    $46,545     $25,076
Interest-Bearing
  Deposit Income..........       49,048     6.54%           54,516      6.40%       (5,469)    ($6,251)    $1,224       ($141)
                                 ------                     ------                  -------    --------    ------       ------

Total Investment Income...      940,582     5.90%          761,004      5.41%      179,578    $105,428    $68,754      $9,578
Trading Account Assets
  And Other Investments...        6,932     3.34%            9,832      5.07%       (2,900)       $734    ($3,330)      ($250)

------------------------------------------------------------------------------------------------------------------------------------
EARNING ASSETS:
  Total Interest Income...   $5,948,923     8.76%       $4,805,385      8.45%   $1,143,538    $955,720   $173,838     $34,724
  Total Interest, Servicing,
    Fee, and Trading
    Account Income........   $7,163,743    10.55%       $6,953,650     12.23%     $210,093        -          -           -

------------------------------------------------------------------------------------------------------------------------------------
Deposits:
Interest on Deposits:
  Transaction Accounts....     $716,084     3.27%         $591,129      3.31%     $124,955    $137,866    ($7,828)    ($1,836)
  Time and Savings
    Deposits..............    1,823,908     5.18%        1,541,784      5.14%      282,124     276,371     12,052       2,172
                              ---------                  ---------                 -------     -------     ------       -----
 Total Deposit
      Interest Expense....    2,539,992     4.45%        2,132,913      4.46%      407,079     425,265     (5,387)     (1,080)

------------------------------------------------------------------------------------------------------------------------------------
     BORROWED FUNDS:
  Other Borrowed Funds....          286    23.18%           $2,977     18.11%      ($2,691)    ($2,737)      $830      ($767)
                                    ---                     ------                 --------    --------      ----      ------
  Total Interest Expense..   $2,540,278     4.45%       $2,135,890      4.46%     $404,388    $425,038    ($7,427)    $1,486)

--------------------------------------------------------------------------------------------------------------------------------
NET INTEREST
     DIFFERENTIAL.........   $3,408,645     4.31%       $2,669,495      3.99%     $739,151    $530,682   $181,265    $36,210
  (Excludes fee income)
NET INTEREST
   DIFFERENTIAL...........   $4,623,465     6.10%       $4,817,760      7.77%    ($194,294)       -          -          -
  (Includes fee income)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes to Interest Rate Sensitivity Analysis Table:
  [1] The variance  analysis above excludes  non-interest rate sensitive earning
  assets and borrowed funds.
  [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>
The comparison of interest  sensitive assets between the six month periods ended
June 30, 1996 and 1997 shows higher  yields in loan income before fees and lower
yields in loan income when fees are included.  The comparison of the three month
period  ended June 30, 1996 and 1997 shows the same  increase in interest  yield
and  decrease  in yield when fees are  factored  in.  The  yields on  investment
portfolio are higher in both the three and six month periods.  The comparison of
interest  sensitive  liabilities in both the three and six month periods show no
change in the rates paid on  transaction  accounts and a negligible  increase in
the rates paid on time and savings  accounts.  Balances in these accounts show a
significant increase.

For loan income the increase in the level of commercial  loans held in portfolio
resulted in a positive volume variance and the `additional' interest realized on
the  development  loan  mentioned  above  resulted in an increase in yield and a
positive rate variance.  For the six month period, the result was an increase of
$957,000  income,  of which  $887,000  was directly  attributable  to the larger
portfolio  balances and $72,000 to increased  yields.  A reduction in fee income
resulted in a decrease of $931,000 in income when compared to the same six month
period of 1996 and was  affected by both  change in deferral  methods and by the
increased  liquidity position of local  competitors.  For the three months ended
June 30,  1997  compared  to the same  period  of 1996,  loan  income  increased
$680,000 of which $558,000 was due to larger  portfolio  balances and $96,000 to
increased  yields.  Again, for this period,  when loan fees and servicing income
are  factored  in, the result is a decrease of $379,000 in total loan  servicing
and fee income. Because the Company is a large originator and seller of mortgage
loans,  fee  income  plays a major role in Company  earnings,  because  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  decreased
from  14.51% to 12.00% in the six month  period  and  decreased  from  14.35% to
12.37% in the three month period.

Income  from Fed Funds and Mutual  Funds  decreased  by $82,000 in the six month
period and by $125,000 in the three  month  period  ended June 30, 1997 over the
same 1996 period.  Both decreases were the result of reduced invested  balances.
Yield  increases in both periods  resulted in the addition of $8,000 and $10,000
in the six and three month periods respectively.

Higher yields on Investment Securities combined with an increase in the invested
balances netted the Company an increase of $268,000 for the six month period and
an increase of $163,000 for the three month period ending June 30, 1997 over the
same 1996 period.

Interest bearing deposits with other financial institutions showed higher yields
and lower invested  balances which netted to a decrease in income.  Matured time
deposits have not been replaced.

Overall,  total  investment  income  increased  by 23.6% or $180,000 for the six
month and by 5.5% or $35,000 for the three month period

The cost of interest  sensitive  liabilities was higher on transaction  accounts
for both the six and three  month  periods  as a result of  increased  balances.
Despite the influx of deposits from the  institutions  acquired by  out-of-state
companies,  rates remained substantially the same because of competition for the
deposits among the community banks who, in management's opinion, were anxious to
establish long-term profitable relationships with the businesses and individuals
exiting  the  acquired  institution.  Over the six month  period  deposit  costs
increased  $125,000  and over the three month period  costs  increased  $72,000.
Costs were also higher, for both periods, on time and savings deposits resulting
from both an increase in balances and a slight increase in the rates paid on the
deposits.  Over the six  month  period  ended  June 30,  1997,  costs  increased
$282,000 over the same 1996 period. Over the three month period the increase was
$153,000.  Rates  increased from 5.17% to 5.20% over the three months ended June
30, 1997 and from 5.14% to 5.18% over the six month period of 1997 versus 1996.
<PAGE>
In  summary,  on the  asset  side,  increased  commercial  loan  and  investment
portfolio levels increased income by $1,137,000 in the six months ended June 30,
1997 over the same period of 1996 and increased  income by $715,000 in the three
months  ended  June 30,  1997  over the same  1996  period.  When fee  income is
included,  the  increase is income in the six months and three month  periods in
1997 over 1996 is $206,000 and $337,000  respectively.  When the increased costs
of deposits of $407,000  and  $225,000  for the  respective  six and three month
periods are taken into account,  the Company's net interest income differential,
excluding servicing and fee income,  increased $739,000 for the six month period
and $493,000 for the three month period.
<PAGE>
     Part II.

     Item 1.      Legal Proceedings.

                  The Company is subject to minor pending and  threatened  legal
                  actions  which arise out of the normal course of business and,
                  in the opinion of management  and the Company's  counsel,  the
                  disposition  of these claims will not have a material  adverse
                  affect on the financial position of the Company.

                  The Company's  registration  statement on Form S-4 dated March
                  25, 1997 (Commission File No.  333-23923) as amended April 14,
                  1997  and the  form  of  Proxy  Statement/Prospectus  included
                  therein described  certain legal proceedings  initiated by the
                  Bank against Raymond B. Graber  pertaining to Bank enforcement
                  of Mr.  Graber's  personal  guarantee  of the debt of  Outdoor
                  Posters, Inc. During the most recent stage of this litigation,
                  the First  judicial  District  Court of the State of Nevada in
                  and for Carson City had  remanded  the case to the  arbitrator
                  for   specific   clarifications   as  to  the  basis  for  the
                  arbitrator's   determination   that  Mr.   Graber's   personal
                  guarantee was enforceable.  In the opinion of management,  the
                  arbitrator's  clarifications  issued on May 6, 1997 strengthen
                  the Bank's  position in its  attempt to enforce  Mr.  Graber's
                  continuing guarantee.

     Item 2.      Changes  in  Securities. On June  16, 1997, as a result of the
                  agreement  between  the Bank and the  Bancorp,  each  share of
                  Comstock  Bank common stock (Par Value:  $0.50) was  converted
                  into two shares of Comstock  Bancorp  common stock (Par Value:
                  $0.01) as  approved by the Bank's  shareholders  at the annual
                  meeting.

                  At the organizational  meeting of the Board of Directors which
                  immediately followed the annual meeting, the following options
                  were  automatically  granted  under  the  Bank's  Non-Employee
                  Director Stock Option Plan (the "Directors' Plan"). As of June
                  16, 1997, the Directors' Plan was assumed by Bancorp. The data
                  shown  below  are the  resultant  options  granted  after  the
                  conversion  of the Bank options to Bancorp  options  under the
                  one for  two  exchange  discussed  above.  All of the  options
                  granted have a strike price of $6.125 and an  expiration  date
                  of 5/28/07. The additional shares purchased were at a price of
                  $6.125.

                       Automatic            Additional              Additional
Director            Option Grants        Shares Purchased        Options Granted
---------           -------------        ----------------        ---------------
Edward Allison           2,200                 400                       400
Stephen Benna            2,200                 200                       200
John Coombs              2,200                 800                       800
Michael Dyer             2,200               2,000                     2,000
Mervyn Matorian          2,200                   0                         0
Samuel McMullen          2,200                   0                         0


     Item 3.      Defaults Upon Senior Securities.  Not Applicable.

     Item 4.      Submission of Matters to a Vote of  Securities Holders.

                  a.       An annual stockholders' meeting of Comstock Bank (the
                           Company's  predecessor as an issuer  reporting  under
                           the Securities  Exchange Act of 1934) was held on May
                           28,  1997 for  holders of record as of April 7. There
                           were 2,125,934 shares eligible to vote.
<PAGE>
                  b.       Included  in  the   meeting   was  the   election  of
                           directors.  The following  directors  were elected to
                           succeed  themselves  for a one year  period  or until
                           their  successors  are elected and qualified or until
                           their death or resignation. There was no solicitation
                           in  opposition  to  the  nominees  of  the  Board  of
                           Directors as listed in the Proxy Statement.

Director                For                  Withheld           Broker Non-Votes
---------         -----------------          --------           ----------------
Edward Allison        2,045,528                220                   7,511
Robert Barone         2,045,380                368                   7,511
Stephen Benna         2,045,528                220                   7,511
John Coombs           2,045,528                220                   7,511
Michael Dyer          2,045,528                220                   7,511
Mervyn Matorian       2,045,528                220                   7,511
Samuel McMullen       2,045,528                220                   7,511
Larry Platz           2,045,528                220                   7,511

                  c.   Other matters voted on:

                      1.    Ratification   of  the   appointment   of   Kafoury,
                            Armstrong  & Co.  as  independent  auditors  for the
                            Company  for the fiscal  year  ending  December  31,
                            1997.

                            Number of  votes cast:
                              In Favor:                                2,053,259
                              Against or Withheld:                           295
                              Abstentions:                                10,600
                              Broker Non-Votes:                            9,809

                      2.   Consider  and vote  upon  the Plan of  Reorganization
                           pursuant to which each outstanding  share of Comstock
                           Bank  Common   Stock   (other  than  shares  held  by
                           stockholders  exercising  dissenters' rights) will be
                           converted  into  and  exchanged  for  two  shares  of
                           Comstock  Bancorp Common Stock and Comstock Bank will
                           become a wholly-owned subsidiary of Comstock Bancorp.

                           Number of  votes cast:
                             In Favor:                                 1,230,074
                             Against or Withheld:                          2,722
                             Abstentions:                                  2,598
                             Broker Non-Votes:                           817,465

Item 5.           Other Information.  Not applicable.

Item 6.           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                     28
<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:   August 8, 1997                      /s/ Robert N. Barone
                 --------------                      --------------------
                                                     Robert N. Barone,
                                                     Chairman, CEO and Treasurer
                                                     (Principal Accounting 
                                                      and Financial Officer)


         Date:    August 8, 1997                     /s/ Larry A. Platz
                  --------------                     ------------------
                                                     Larry A. Platz,
                                                     President and Secretary
<PAGE>
                                COMSTOCK BANCORP
                                   EXHIBIT 11

                        COMPUTATION OF EARNINGS PER SHARE


     The following computation methodology is used to determine primary earnings
per share:

     1.   The Stock Price:
                  The high "bid" and "low" asked prices are  retrieved  from the
                  Nasdaq  Stock Market on the last day of each  quarter,  and an
                  average  of  these  "bid"  and  "asked"  prices  are  taken to
                  determine the price for that  particular  end of quarter.  The
                  average of two such end of quarter  averages is  considered to
                  be the stock price for the quarter.

                 Quarter        High         Low
                  Ended         Bid         Asked      Average
                 --------       -----       -----      -------           
                 03/31/97       $6.00       $6.25      $6.125
                 06/30/97       $6.50       $7.25      $6.875
                                                       ------
                                Average:               $6.500

                 03/31/96       $4.63       $5.00      $4.813
                 06/30/96       $4.63       $4.88      $4.750
                                                       ------
                                Average:               $4.781

     2.   Options:
                  The number of "in the money"  options is computed  for the end
                  of each period being  measured  based on the average  computed
                  stock price and  assuming  the  exercise of the "in the money"
                  options. A computation is made to determine how much money the
                  Company would collect from the "strike"  price of each option.
                  Then, it is assumed that the Company would  "repurchase" stock
                  from the market, again using the above-determined stock price.
                  Using the shares  purchased by those assumed to be exercising,
                  and subtracting the shares assumed to be  "repurchased" by the
                  Company,  a net  figure  is  determined.  This is added to the
                  number of outstanding shares in 3. below.

                  As of June 30, 1997,  the number of "in the money" options was
                  797,432. If exercised, these would net the Company $2,449,979.
                  The  Company  would use these  funds to  "repurchase"  376,920
                  shares at an average  price of $6.50.  On net, the options add
                  420,515 shares to the total outstanding shares in 3. below.

                  As of June 30, 1996,  the number of "in the money" options was
                  700,032. If exercised, these would net the Company $2,204,608.
                  The  Company  would use these  funds to  "repurchase"  461,094
                  shares at an average price of $4.781.  On net, the options add
                  238,938 shares to the total outstanding shares in 3. below.
<PAGE>
     3.   Shares Outstanding:

                  The shares outstanding at the end of each quarter are averaged
                  between  consecutive  quarters to determine the average number
                  of shares  outstanding.  The number of shares from 2. above is
                  added to determine the average outstanding shares for purposes
                  of the  calculation of primary  earnings per share.  Note: the
                  shares  outstanding  for all  periods  represented  have  been
                  adjusted to reflect the one for two share conversion effective
                  on June 16, 1997.


                  Quarter                     Quarter
                   Ended         Shares        Ended         Shares
                  --------      ---------     --------      ---------
                  03/31/97      4,611,588     03/31/96      4,405,560
                  06/30/97      4,756,280     06/30/96      4,472,106
                                ---------                   ---------
                  Average:      4,683,934     Average:      4,438,833



     4.   Determination of Primary Earnings Per Share:
                  For each  quarter,  the  earnings  are divided by the "average
                  outstanding shares" as determined in 3. above to determine the
                  earnings  for  the  quarter.  For the six  month  period,  the
                  earnings   are  divided  by  the   average  of  the   "average
                  outstanding shares" to determine primary earnings per share.


                  Quarter                      Primary
                   Ended        Shares         Earnings           Shares
                  --------     ---------       --------           ------
                  03/31/97     4,572,606       $264,616           $ 0.06
                  06/30/97     4,683,934       $431,006           $ 0.09

                  03/31/96     4,216,201       $408,841           $ 0.10
                  06/31/96     4,438,833       $383,230           $ 0.09


                  6 Months                     Primary
                    Ended       Shares         Earnings           Shares
                  --------     ---------       --------           ------
                  06/30/97     4,633,831       $695,622           $ 0.15
                  06/30/96     4,301,503       $792,071           $ 0.18
<PAGE>
                                COMSTOCK BANCORP
                                   EXHIBIT 27
                     FOR THE SIX MONTHS ENDED JUNE 30, 1997
                             FINANCIAL DATA SCHEDULE
                                                                  $ in Thousands
Cash and Due from Banks(Non-Interest Bearing)                             $8,487
Interest-bearing Deposits in Domestic Financial Institutions               1,395
Fed funds and Overnight Mutual Funds Sold                                  6,066
Trading Account Securities                                                    13
Investment and Mortgage back Securities Held for Sale                     13,086
Investment and Mortgage back Securities Held to Maturity-Carrying Value   11,170
Investment and Mortgage back Securities Held to Maturity - Market Value   11,099
Loans                                                                    114,928
Allowance for Credit Losses                                                  947
Total Assets                                                             166,595
Deposits                                                                 151,586
Short-term borrowings                                                         15
Other Liabilities                                                            575
Long-term debt                                                                 0
Preferred stock - manditory redemption                                         0
Preferred stock - no manditory redemption                                      0
Common Stock                                                                  44
Other Stockholders Equity                                                 14,375
Total Liabilities and Stockholders Equity                                166,595
Interest and Fees on Loans                                                 6,208
Interest and Dividends on Investments                                        637
Other Interest Income                                                        311
Total Interest Income                                                      7,155
Interest on Deposits                                                       2,540
Total Interest Expense                                                     2,540
Net Interest Income                                                        4,615
Provision for Loan Losses                                                    120
Investment Securities Gaines/Losses                                          (3)
Other Expense                                                              3,698
Income/Loss Before Income Tax                                                966
Income/Loss Before Extraordinary Items                                       966
Extraordinary Items, Less Tax                                                  0
Cumulative Change in Accounting Principals                                     0
Net Income or Loss                                                           966
<PAGE>
Earnings Per Share - Primary                                                0.15
Earnings Per Share - Fully Diluted                                          0.13
Net Yield - interest earning assets - actual                               8.76%
Loans on Non-accrual                                                       2,575
Accruing Loans past due 90 Days or More                                       13
Troubled Debt Restructuring                                                    0
Potential Loan Problems                                                        0
Allowance for Loan Losses - Beginning of Period                              857
Total Charge-Offs                                                             57
Total Recoveries                                                              27
Allowance for Loan Losses - End of Period                                    947
Loan Loss Allowance allocated to Domestic Loans                              947
Loan Loss Allowance allocated to Foreign Loans                                 0
Loan Loss Allowance - Unallocated                                              0
<PAGE>