SECURITY AND EXCHANGE COMMSSION
                              WASHNGTON, 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 December 31, 1998

                                       OR

          TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                         Commission File Number: 0-29276

                      FIRST ROBINSON FINANCIAL CORPORATION
               (Exact name of registrant as specified its charter)

             DELAWARE                                         36-4145294
  (State or other jurisdiction                         I.R.S. Employer ID Number
of incorporation or organization)

              501 EAST MAIN STREET, ROBINSON. ILLINOIS        62454
              (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code (618) 544-8621

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 _____

As of February 11, 1999, the Registrant had 859,625 shares of Common Stock,  par
value $0.01, issued and outstanding.

Transitional Small Business Disclosure Format (check one):
                                         YES _____        NO __X__      


<PAGE>


                      FIRST ROBINSON FINANCIAL CORPORATION

                              Index to Form 10-QSB
<TABLE>
<CAPTION>
PART 1. FINANCIAL INFORMATION                                                                       PAGE
<S>                                                                                                  <C>
    Item 1. Financial Statements

        Consolidated Balance Sheet as of December 31, 1998
            And March 31, 1998                                                                       3

        Consolidated Statements of Income for the Three-Month
            And Nine Month Periods Ended December 31, 1998 and 1997                                  4

        Consolidated Statements of Stockholders' Equity for the Nine Month
            Period Ended December 31, 1998 and 1997                                                  5

        Consolidated Statements of Cash Flows for the Three-Month
            And Nine Month Periods Ended December 31, 1998 and 1997                                  6

        Notes to Consolidated Financial Statements                                                   8

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

PART II OTHER INFORMATION

    Item 1.   Legal Proceedings                                                                      17

    Item 2.   Changes in Securities                                                                  17

    Item 3.   Defaults Upon Senior Securities                                                        17

    Item 4.   Submission of Matters to a Vote of Security Holders                                    17

    Item 5.   Other Information                                                                      17

    Item 6.   Exhibits and Reports on Form 8-K                                                       17


           SIGNATURES                                                                                18
</TABLE>


<PAGE>


                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                                      Unaudited
                                                                                      12/31/98            3/31/98
                                                                                      --------           --------
                                                                                             ($1,000's)
<S>                                                                                   <C>                <C>     
                                     ASSETS

Cash and Cash Equivalents:
  Cash and due from banks                                                             $    804           $    609
  Interest bearing deposits                                                              5,074              5,965
                                                                                      --------           --------
     Total Cash and Cash Equivalents                                                     5,878              6,574

Securities available for sale, amortized cost of $11,921and $4,065
  at Dec. 31, 1998 and March 31, 1998 respectively                                      11,957              4,119
Securities held to maturity, estimated market value of $190 and
  $967 at Dec. 31, 1998 and March 31, 1998, respectively                                   190                955
Loans receivable, net                                                                   63,410             64,234
Accrued interest receivable                                                                656                715
Premises and equipment, net                                                              2,936              2,897
Foreclosed real estate                                                                       0                221
Prepaid income tax                                                                          67                 29
Other assets                                                                               174                224
                                                                                      --------           --------

     Total Assets                                                                     $ 85,268           $ 79,968
                                                                                      --------           --------

                           LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                              $ 68,666           $ 62,630
Advances from Federal Home Loan Bank                                                     2,000              2,000
Repurchase agreements                                                                    2,304              1,644
Advances from Borrowers for taxes and insurance                                             66                 75
Accrued interest payable                                                                   305                348
Deferred income taxes                                                                      150                157
Other liabilities                                                                          183                219
                                                                                      --------           --------
     Total Liabilities                                                                  73,674             67,073
                                                                                      --------           --------

Commitments and Contingencies

Stockholders' Equity
  Common stock, $ .01 par value; authorized 2,000,000 shares
     859,625 shares issued and outstanding                                                   9                  9
  Preferred stock, $.01 par value; authorized 500,000 shares,
     No shares issued and outstanding
Paid-in capital                                                                          8,264              8,232
Retained earnings                                                                        5,220              5,223
Treasury stock at cost                                                                    (747)                 0
Accumulated other comprehensive income, net of related tax
  of $14 and $19 at Dec. 31 1998 and March 31, 1998, respectively                           21                 33

Unearned employee stock ownership plan and recognition and retention plan               (1,173)              (602)
                                                                                      --------           --------
             Total Stockholders' Equity                                                 11,594             12,895
                                                                                      --------           --------
     Total Liabilities and Stockholders' Equity                                       $ 85,268           $ 79,968
                                                                                      --------           --------
</TABLE>


                                       3
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
   For the Three Month and Nine Month Periods Ended December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                              (Unaudited)
                                                         Three Month Period                 Nine Month Period
                                                        1998             1997             1998             1997
                                                       ------           ------           ------           ------
                                                                              ($1,000's)
<S>                                                    <C>              <C>              <C>              <C>   
Interest Income:
  Interest on Loans                                    $1,431           $1,482           $4,353           $4,339
  Interest and dividends on securities                    212               81              551              306
                                                       ------           ------           ------           ------
     Total interest income                              1,643            1,563            4,904            4,645
                                                       ------           ------           ------           ------

Interest expense:
  Interest on deposits                                    788              738            2,294            2,240
  Interest on FHLB advances                                26                5               77               62
  Interest on repurchase agreements                        32                3               92                4
                                                       ------           ------           ------           ------
   Total interest expense                                 846              746            2,463            2,306
                                                       ------           ------           ------           ------

    Net interest income                                   797              817            2,441            2,339

Provision for loan losses                                  30              163              145              299
                                                       ------           ------           ------           ------

    Net interest income after provision                   767              654            2,296            2,040
                                                       ------           ------           ------           ------

Non-interest income:
  Service charges                                          70               61              205              155
  Loan fees                                                28               40               89              125
  Gain on sale of loans                                     0                0                0              133
  Other non-interest income                                14                6               45               43
                                                       ------           ------           ------           ------
   Total other income                                     112              107              339              456
                                                       ------           ------           ------           ------

Non-interest expense:
  Compensation and employee benefits                      373              272            1,259              870
  Occupancy and equipment                                 108               94              330              273
  Foreclosed property expense                               6               10               35               37
  Data Processing                                          25               15               66               45
  Audit, legal and other professional                      33               23              109               44
  SAIF deposit insurance                                   14               10               39               30
  Advertising                                              19               16               50               55
  Telephone and postage                                    22               20               67               61
  Other                                                    90               95              273              264
                                                       ------           ------           ------           ------
   Total other expenses                                   690              555            2,228            1,679
                                                       ------           ------           ------           ------

    Income before income tax                              189              206              407              817

Provision for income taxes                                 74               84              153              322
                                                       ------           ------           ------           ------

   Net Income (Loss)                                   $  115           $  122           $  254           $  495
                                                       ------           ------           ------           ------

Earnings Per Share-Basic                               $ 0.15           $ 0.15           $ 0.33           $ 0.62
Earnings Per Share-Diluted                             $ 0.15           $ 0.15           $ 0.33           $ 0.62
</TABLE>


                                       4
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
           For The Nine Month Periods Ended December 31, 1998 and 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      Unallocated     Accumulated      
                                                                                          ESOP           Other         
                                  Common     Paid-in      Retained      Treasury          and         Comprehensive    
                                   Stock     Capital      Earnings       Stock            RRP            Income          Total 
                                 -----------------------------------------------------------------------------------------------  
                                                                          ($1,000's)                                   
                                                                                                                       
<S>                                 <C>      <C>           <C>           <C>           <C>                 <C>          <C>    
Balance at March 31, 1998           $9       $8,232        $5,223           $0           $(602)            $33          $12,895
Net Income                                                    254                                                           254
Rounding                                                        1                                                             1 
Other Comprehensive Income                                                                                 (12)             (12)
Allocation of ESOP shares                        32                                         52                               84
Treasury Stock at cost                                                    (747)                                            (747)
Dividends Paid                                               (258)                                                         (258)
Recognition and Retention Plan                                                            (623)                            (623)
                                -----------------------------------------------------------------------------------------------
Balance at Dec. 31, 1998            $9       $8,264        $5,220        $(747)        $(1,173)            $21          $11,594
                                    --       ------        ------        -----         --------            ---          -------

<CAPTION>
                                                                      Unallocated
                                                                        Employee       Accumulated
                                                                         Stock            Other
                                  Common     Paid-in      Retained     Ownership      Comprehensive
                                   Stock     Capital      Earnings       Plan            Income          Total
                                 -----------------------------------------------------------------------------
                                                                          ($1,000's)
<S>                                 <C>      <C>           <C>           <C>               <C>         <C>  
Balance at March 31, 1997           $0           $0        $4,850           $0             $30          $4,880
Issuance of Common Stock             9        8,178                       (688)                          7,499
Net Income                                                    495                                          495             
Other Comprehensive Income                                                                  (4)             (4)             
Allocation of ESOP shares                        42                         69                             111
                                 -----------------------------------------------------------------------------
Balance at September 30, 1997       $9       $8,220        $5,345        $(619)            $26         $12,981
                                    --       ------        ------        ------            ---         -------
</TABLE>


                                       5
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the Three Month and Nine Month Periods
                        Ended December 31, 1998 and 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months                   Nine Months
                                                                       1998          1997            1998          1997
                                                                     -------        -------        -------        -------
                                                                                           ($1,000's)
<S>                                                                  <C>            <C>            <C>            <C>    
Cash flows from operating activities:
 Net income                                                          $   115        $   122        $   254        $   495
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities
   Provision for depreciation                                             61             52            174            139
   Provision for loan losses                                              30            163            145            299
   Net amortization and accretion on investments                          14             11             27             15
   (Increase) decrease in accrued interest receivable                     68            (35)            59           (211)
   (Increase) decrease in prepaid income taxes                            19              0            (38)             0
   Decrease (Increase) in other assets                                    14             20             50             77
   (Decrease) increase in accrued interest payable                       (56)           (29)           (43)           (12)
   (Decrease) increase in accrued income taxes                             0           (107)             0             35
   (Decrease) increase in deferred income taxes                            0            150              0            150
   Increase  (decrease) in other liabilities                              85            (97)           (36)           (13)
   Gain on sale of loans                                                   0              0              0           (133)
   Gain on sale of premises and equipment                                  0              0              0              0
   Loss on sale of mortgage-backed securities                              0              0              0              0
                                                                     -------        -------        -------        -------
     Net cash provided by operating activities                           350            250            592            841
                                                                     -------        -------        -------        -------

Cash flows from investing activities:
   Proceeds from sale of securities available for sale                     0              0              0              0
   Proceeds from maturities of securities available for sale             500              0            500            200
   Proceeds from sale of mortgage-backed securities
           Available for sale                                              0              0              0              0
   Proceeds from maturities of securities held to maturity                20             20             35             35
   Purchase of securities held to maturity                                 0              0            (35)          (677)
   Purchase of securities available for sale                          (2,075)          (500)        (8,944)          (500)
   Repayment of principal on mortgage-backed securities                  614            434          1,326            768
   Decrease (increase) in loans receivable                               396         (1,784)          (582)        (6,712)
   Purchase of loans and participations                                 (678)          (608)          (678)          (608)
   Sale or participation of originated loans                             508              0          1,939          1,714
   Decrease (increase) in foreclosed real estate                          24             18            221             (5)
   Purchase of premises and equipment                                    (46)           (91)          (213)          (284)
                                                                     -------        -------        -------        -------
     Net cash used in investing activities                              (737)        (2,511)        (6,431)        (6,069)
                                                                     -------        -------        -------        -------
</TABLE>


                                       6
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                      CONSOLDIATED STATEMENT OF CASH FLOWS
      For The Three and Nine Month Periods Ended December 31, 1998 and 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months                  Nine Months
                                                                      1998           1997           1998          1997
                                                                    -------        -------        -------        -------
                                                                                          ($1,000's)
<S>                                                                 <C>            <C>            <C>            <C>     
Cash flows from financing activities:
   Net increase (decrease) in deposits                              $   154        $  (283)       $ 6,036        $(1,748)
   Increase (decrease) in repurchase agreements                         283            202            660           (163)
   Advances from Federal Home Loan Bank                               1,500          2,500          1,500          4,250
   Repayment of FHLB advances                                        (1,500)          (500)        (1,500)        (6,000)
   Increase in advances from borrowers
      for taxes and insurance                                            18             19             (9)            (8)
   Proceeds from issuance of common stock                                 0              0              0          8,187
   Purchase of employee stock ownership plan                              0              0              0           (688)
   ESOP shares released                                                  25            111             84            111
   Dividends paid                                                         0              0           (258)             0
   Purchase of stock for Recognition & Retention Plan                     0              0           (746)             0
   Funding of  recognition and retention plan                             0              0            123              0
   Purchase of treasury stock                                             0              0           (747)             0
                                                                    -------        -------        -------        -------
      Net cash provided by financing activities                         480          2,049          5,143          3,941
                                                                    -------        -------        -------        -------

Increase (decrease) in cash and cash equivalents                         93           (212)          (696)        (1,287)

Cash and cash equivalents at beginning of period                      5,785          3,094          6,574          4,169
                                                                    -------        -------        -------        -------

Cash and cash equivalents at end of period                          $ 5,878        $ 2,882        $ 5,878        $ 2,882
                                                                    -------        -------        -------        -------


Supplemental Disclosures:
 Additional Cash Flows Information:
   Cash paid for:
     Interest on deposits, advances and
       repurchase agreements                                        $   902        $   775        $ 2,506        $ 2,318
     Income taxes:
      Federal                                                            52             37            180            111
      State                                                               5              8             22             26

Schedule of Non-Cash Investing Activities:
   Change in unrealized gain on securities available for sale           (87)             0            (19)            (7)
   Change in deferred income taxes attributed to
      Unrealized gain on securities available for sale                   34              0             (7)             3
</TABLE>


                                       7
<PAGE>

               FIRST ROBINSON FINANCIAL CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)  Basis of Presentation

The  consolidated  financial  statements  include the accounts of First Robinson
Financial  Corporation  (the  Company)  and its wholly owned  subsidiary,  First
Robinson  Savings  Bank,  National   Association  (the  Bank).  All  significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
The accompanying  consolidated  financial statements are unaudited and should be
read in conjunction with the consolidated financial statements and notes thereto
included in the Company's  annual report dated April 22, 1998. The  accompanying
unaudited  consolidated  financial  statements  have been prepared in accordance
with the instructions for Form 10-QSB and, therefore, do not include information
or footnotes  necessary  for a complete  presentation  of  financial  condition,
results of  operations,  and cash flows in conformity  with  generally  accepted
accounting principles. In the opinion of management of the Company the unaudited
consolidated financial statements reflect all adjustments  (consisting of normal
recurring  accruals)  necessary to present fairly the financial  position of the
Company at December  31, 1998 and the results of its  operations  and cash flows
for the three  months and nine months  ended  December  31,  1998 and 1997.  The
results  of  operations  for  those  months  ended  December  31,  1998  are not
necessarily indicative of the results to be expected for the full year.

(2)  Stock Conversion

On June 27, 1997, the predecessor of the Bank,  First Robinson Savings and Loan,
F.A. completed its conversion from a Federally chartered mutual savings and loan
to a National  Bank and was  simultaneously  acquired by the Company,  which was
formed to act as the holding company of the Bank. At the date of the conversion,
the Company completed the sale of 859,625 shares of common stock $.01 par value,
to its Eligible  Account  Holders and Employee Stock  Ownership Plan (ESOP),  at
$10.00 per share.  Net proceeds  from the above  transactions,  after  deducting
offering  expenses,  underwriting  fees, and amounts  retained to fund the ESOP,
totaled $7,504,657.

(3)  Earnings Per Share

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
128,  "Earnings  per  Share,"  which  requires  entities  with  complex  capital
structures  to present both basic  earnings  per share  ("EPS") and diluted EPS.
Basic EPS  excludes  dilution  and is computed by dividing  income  available to
common  shareholders by the weighted average number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities of other contracts to issue common stock (such as stock options) were
exercised or  converted  into common stock or resulted in the issuance of common
stock that  would  then share in the  earnings  of the  entity.  Diluted  EPS is
computed by dividing net income by the weighted  average number of common shares
outstanding  for the period,  plus  common-equivalent  shares computed using the
treasury stock method.  The Company's weighted average common shares outstanding
was 760,768 and 779,864 for the three and nine month periods ending December 31,
1998. The Company's  operations did not start until June 27, 1997,  earnings per
share  calculations  are  presented as if the Company was operating for both the
three and nine month periods ended  December 31, 1997.  Weighted  average common
shares  outstanding for the three and nine month periods ended December 31, 1997
were 796,012 and 792,829 respectively.  The Company approved a stock option plan
during the quarter ended September 30, 1998. This plan had no dilutive effect on
the earnings per share since current stock price was less than option price.



                                       8
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(4)  Employee Stock Ownership Plan

In connection  with the conversion to the stock form of ownership,  the Board of
Directors  established an employee stock ownership plan (ESOP) for the exclusive
benefit of participating employees. Employees age 21 or older who have completed
one year of service are eligible to participate. Upon the issuance of the common
stock,  the ESOP  acquired  68,770 shares of $0.01 par value common stock at the
subscription price of $10.00 per share. The Bank makes contributions to the ESOP
equal to the ESOP's  debt  service  less  dividends  received  by the ESOP.  All
dividends  received  by the ESOP are  used to pay debt  service.  As the debt is
repaid,  shares are released from collateral and allocated to active  employees.
The Bank accounts for its ESOP in accordance  with  Statement of Position  93-6.
Accordingly,  the debt of the ESOP is recorded as debt and the shares pledged as
collateral  are  reported as unearned  ESOP shares in the  consolidated  balance
sheets.  As shares are released from collateral,  the Bank reports  compensation
expense equal to the current  market price of the shares,  and the shares become
outstanding for earnings-per-share  calculations.  Dividends on allocated shares
are recorded as a reduction of retained earnings;  dividends on unallocated ESOP
shares  are  recorded  as  a  reduction  of  debt  or  accrued  interest.   ESOP
compensation  expense for the three months  ended  December 31, 1998 was $37,000
and for the nine months ended December 31, 1998 was $117,000.

The ESOP shares at December 31, 1998 were as follows:

       Allocated shares                                            13,754
       Shares released for allocation                                   0
       Unallocated shares                                          55,016

       Total ESOP shares                                           68,770

       Fair value of unallocated shares                          $639,561

(5)  Comprehensive Income

The company has adopted FASB Statement No. 130, Reporting  Comprehensive Income.
The statement  establishes  standards for reporting and display of comprehensive
income and its  components.  Comprehensive  income includes net income and other
comprehensive income, which for the Company includes unrealized gains and losses
on securities available for sale. Comprehensive income, unaudited, for the three
and nine month periods ended December 31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                    Three Month Period               Nine Month Period
                                                   1998             1997            1998             1997
                                                  -----            -----           -----            -----
                                                                         ($1,000)
<S>                                               <C>              <C>             <C>              <C>  
Net Income                                        $ 115            $ 122           $ 254            $ 495
                                                  -----            -----           -----            -----
Other Comprehensive Income
Unrealized gains (losses) on securities             (87)               0             (19)              (7)
Related tax effects                                  34                0               7                3
                                                  -----            -----           -----            -----
Other Comprehensive Income (Losses)                 (53)               0             (12)              (4)
                                                  -----            -----           -----            -----
Comprehensive Income                              $  62            $ 122           $ 242            $ 491
                                                  -----            -----           -----            -----
</TABLE>



                                       9
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                 Management Discussion and Analysis of Financial
                       Condition and Results of Operations

General

     The principal  business of the Company,  through its operating  subsidiary,
the Bank,  consists of accepting  deposits from the general public and investing
these funds primarily in loans, mortgage-backed securities and other securities.
The Company's  loans  consist  primarily of loans  secured by  residential  real
estate located in its market area, consumer loans and commercial loans.

     The Company's net income is dependent primarily on its net interest income,
which is the difference  between interest earned on  interest-eaming  assets and
the interest  paid on  interest-bearing  liabilities.  Net interest  income is a
function  of the  Company's  "interest  rate  spread,"  which is the  difference
between the average yield earned on interest-earning assets and the average rate
paid on  interest-bearing  liabilities.  The interest rate spread is affected by
regulatory, economic and competitive factors that influence interest rates, loan
demand and deposit flows.  To a lesser extent,  the Company's net income also is
affected by the level of general and  administrative  expenses  and the level of
other income, which primarily consists of service charges and other fees.

     The  operations  of the Company are  significantly  affected by  prevailing
economic  conditions,  competition  and  the  monetary,  fiscal  and  regulatory
policies of government agencies. Lending activities are influenced by the demand
for and supply of  housing,  competition  among  lenders,  the level of interest
rates  and the  availability  of  funds.  Deposit  flows  and costs of funds are
influenced  by  prevailing  market  rates of  interest,  competing  investments,
account  maturities  and the  levels  of  personal  income  and  savings  in the
Company's market area.

     Historically,  the  Company's  mission  has  been to  originate  loans on a
profitable  basis to the  communities  it serves.  In seeking to accomplish  its
mission,  the Board of Directors and management have adopted a business strategy
designed  (i) to  maintain  the  Bank's  capital  level in excess of  regulatory
requirements;  (ii) to maintain the Company's asset quality,  (iii) to maintain,
and if  possible,  increase  the  Company's  earnings;  and (iv) to  manage  the
Company's exposure to changes in interest rates.

Forward-Looking Statements

     When used in this  filing  and in future  filings by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements  made  with the
approval of an authorized  executive  officer,  the words or phrases "would be,"
"will  allow,"  "intends  to," "will likely  result,"  "are  expected to," "will
continue," "is anticipated,"  "estimate,"  "project" or similar  expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
risks and  uncertainties,  including  but not  limited to  changes  in  economic
conditions  in the  Company's  market  area,  changes in policies by  regulatory
agencies,  fluctuations  in interest  rates,  demand for loans in the  Company's
market area and competition,  all or some of which could cause actual results to
differ  materially from historical  earnings and those presently  anticipated or
projected.

     The Company  wishes to caution  readers not to place undue  reliance on any
such  forward-looking  statements,  which  speak only as of the date  made,  and
advises readers that various factors,  including  regional and national economic
conditions,  substantial  changes in levels of market interest rates, credit and
other risks of lending and investment  activities and competitive and regulatory
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results for future  periods to differ  materially  from those
anticipated or projected.

     The Company does not undertake,  and specifically disclaims any obligation,
to update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements.


                                       10
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                 Management Discussion and Analysis of Financial
                       Condition and Results of Operations

Impact of the Year 2000

     The Company has continued  conducting  and testing its computer  systems to
identify  applications  that could be affected by the "Year 2000" issue, and has
developed  an  implementation  plan to address  the issue.  The  Company's  data
processing  is  performed  primarily  in-house;  however  software  and hardware
utilized is under maintenance agreements with third party vendors,  consequently
the Company is very  dependent  on those  vendors to conduct its  business.  The
Company has already  contacted  each vendor to request time tables for year 2000
compliance  and expected  costs,  if any, to be passed along to the Company.  To
date,  the  Company  has  been  informed  that  its  primary  service  providers
anticipate  that all  reprogramming  efforts  will be  completed by December 31,
1998, allowing the Company adequate time for testing. Review and testing of core
systems is estimated to be 85% complete.  Management does not expect these costs
to have a significant  impact on its financial position or results of operations
however,  there can be no assurance that the vendors'  systems will be Year 2000
compliant,  consequently the Company could incur incremental costs to convert to
another  vendor.  The Company  identified  certain of its  hardware and software
equipment that was not Year 2000 compliant.  The Company purchased new equipment
and software totaling approximately  $90,000.  However the Company has projected
an  additional  $140,000  for capital  expenditures  as a  safeguard  for future
contingencies.  The Company projects that expenses should not exceed $78,000 for
the fiscal year  ending  March 31,  1999.  The  Company is  expensing  all costs
associated  with Year 2000 required  system  changes as costs are incurred,  and
such costs are being funded through  operating cash flows.  The cost of internal
resources for  compliance  has not been  estimated.  The Company does not expect
significant  increases in future data processing costs or other expenses related
to its Year 2000 compliance.  The Company  continues to plan for the "Year 2000"
issue.  Several  measures  are being  developed  including  but not limited to a
proactive  approach  to customer  awareness  regarding  the "Year  2000"  issue,
reviewing  and  planning  for  liquidity   needs,   additional   inspections  of
environmental systems, and contingency and business recovery planning.

Business Strategy

     The Company's mission statement is "To provide the BEST financial  products
and services, with friendly courteous PEOPLE, while increasing shareholder value
and  remaining   locally-owned."  This  mission  statement  fully  supports  the
Company's  business  strategy,  which is to continue to be a  community-oriented
locally owned financial institution offering financial services to residents and
businesses of Crawford  County,  Illinois (the primary  market area).  Strategic
planning  continues to be a vital ingredient of the Company's future.  The Board
of Directors and  management  have  recently  reviewed and updated the Company's
strategic  plan.  Some new  products and  services  that  support the  Company's
strategic plan will be implemented  within the next six to twelve months.  These
products  should  assist the  Company in  maintaining  a strong  presence in the
one-to four- family real estate market. A marketing committee has been formed to
make  recommendations  and help  implement  services  which  will  help the Bank
increase its market share in a manner  consistent  with the Company's  strategic
plan

Financial Condition

Comparison at December 31, 1998 and March 31, 1998

     The Company's total assets increased by approximately $5.3 million or 6.6%,
to $85.3 million at December 31, 1998 from $80.0 million at March 31, 1998. This
increase in total assets was primarily the result of a $7.8 million  increase in
securities  available for sale offset  primarily by a $696,000  decrease in cash
and cash equivalents,  an $824,000 decrease in loans receivable, net, a $221,000
decrease in foreclosed real estate and a $765,000 decrease in securities held to
maturity.  The decrease in securities  held to maturity was primarily the result
of a  reclassification  of the securities to available for sale by  implementing
the Statement of Financial Accounting Standards No. 133. The overall increase in
assets was primarily due to the purchase of additional securities. This increase
was primarily funded by increases in deposits and repurchase agreements



                                       11
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                 Management Discussion and Analysis of Financial
                       Condition and Results of Operations

Financial Condition - Continued

     Liabilities  increased  approximately $6.6 million or 9.8% to $73.7 million
at December  31, 1998 from $67.1  million at March 31,  1998.  This  increase in
liabilities was primarily the result of a $6.0 million  increase in deposits and
a $660,000 increase in repurchase agreements.

     Stockholders' equity decreased $1.3 million or 10.1% to $11.6 million as of
December  31, 1998 from $12.9  million as of March 31, 1998.  This  decrease was
primarily from $1.4 million of the Company's stock being re-purchased, offset by
earnings for the quarter. This stock is currently held in treasury stock and for
the Recognition and Retention Plan.

Results of Operation

Comparison of the Three Months ended December 31, 1998 and 1997

Net Income

     The Company reported net earnings of $115,000 during the three months ended
December 31, 1998 as compared to net income of $122,000  during the three months
ended  December 31, 1997.  The $7,000 or 5.7%  decrease in net income during the
three  months ended  December  31,  1998,  as compared to the same period in the
prior year,  was primarily  attributable  to an increase of $135,000 or 24.3% in
non-interest  expense offset by an increase of $113,000 or 17.3% in net interest
income  after  provision  for loan  losses,  an  increase  of  $5,000 or 4.7% in
non-interest  income and a decrease  $10,000  or 11.9% in  provision  for income
taxes.

Net Interest Income

     Net interest  income  decreased  by $20,000 or 2.4% to $797,000  during the
three months ended  December 31, 1998,  as compared to $817,000  during the same
period in the prior year.  The decrease was caused by an increase of $100,000 or
13.4% in total  interest  expense  offset by an  increase  of $80,000 or 5.1% in
total interest income. The increase in total interest expense was from a $50,000
or 6.8% increase in interest on deposits, a $21,000 increase in interest on FHLB
advances  and a $29,000  increase  in  interest on  repurchase  agreements.  The
increase in total interest  income was from a $131,000  increase in interest and
dividends on  securities  offset by a decrease of $51,000 or 3.4% in interest on
loans.  Interest  rate spread for the three months  ended  December 31, 1998 was
3.21% compared to 3.64% for the same period in 1997.

Non-Interest Income

     Total  non-interest  income  increased by $5,000 or 4.7% to $112,000 during
the three months ended  December  31, 1998,  as compared to $107,000  during the
same period in the prior year.  The  increase in total  non-interest  income was
primarily  caused by an  increase  of $9,000 or 14.8% in service  charges and an
increase of $8,000 in other non-interest  income offset by a decrease of $12,000
or 30.0% in loan fees.


                                       12
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                 Management Discussion and Analysis of Financial
                       Condition and Results of Operations


Non-Interest Expense

     Total  non-interest  expense  increased  by  $135,000  or 24.3% to $690,000
during the three months ended December 31, 1998, as compared to $555,000  during
the same period in the prior  year.  This  increase  was due  primarily  from an
increase of $101,000 or 37.1% in compensation and employee benefits, an increase
of $14,000 or 14.9% in occupancy and equipment  expense,  an increase of $10,000
or 66.7% in data processing  expense,  an increase of $10,000 or 43.5% in audit,
legal, and other professional  expenses,  an increase of $4,000 or 40.0% in SAIF
deposit  insurance  premiums,  an  increase  of $3,000  or 18.8% in  advertising
expense  and an increase of $2,000 or 10.0% in  telephone  and postage  expenses
partially offset by a decrease of $4,000 or 40.0% in foreclosed property expense
and a decrease of $5,000 or 5.3% in other expenses.  The significant increase in
compensation  and  employee  benefits  was  primarily  from  the  ongoing  costs
associated with the  implementation  of the Company's  Recognition and Retention
Plan  approved by  shareholders  at their  annual  meeting July 29, 1998 and the
hiring of additional personnel.

Provision for Loan Losses

     During the three months  ended  December  31,  1998,  the Company  recorded
provision for loan losses of $30,000 as compared to $163,000 for the same period
of the prior year. The Company  recorded such provisions to adjust the Company's
allowance for loan losses to a level deemed  appropriate  based on an assessment
of the volume and lending  presently  being  conducted by the Company,  industry
standards,  past due loans,  economic  conditions in the  Company's  market area
generally and other factors related to the  collectability of the Company's loan
portfolio.  The Company's  non-performing assets as a percentage of total assets
was 0.57% at December 31, 1998, as compared to 0.15% at September 30, 1998.

Provision for Income Taxes

     The  Company  recognized  a provision  for income  taxes of $74,000 for the
three months ended December 31, 1998 as compared to a provision for income taxes
of $84,000 for the same period in the prior year.  The effective tax rate during
the three  months  ended  December  31,  1998 was 39.2%  (federal  and state) as
compared to 40.8% during the same period in the prior year.

Comparison of the Nine Months ended December 31, 1998 and 1997

Net Income

     The Company  reported a net income of $254,000 during the nine months ended
December 31, 1998 as compared to $495,000  during the nine months ended December
31, 1997. The $241,000 or 48.7% decrease in net income for the nine months ended
December  31,  1998,  as  compared  to the same  period  in the  prior  year was
primarily  attributable  to an increase  of  $256,000  or 12.5% in net  interest
income  after  provision  for loan losses and a decrease of $169,000 or 52.5% in
provision  for  income  taxes  offset  by a  decrease  of  $117,000  or 25.7% in
non-interest  income  and an  increase  of  $549,000  or 32.7%  in  non-interest
expense.


                                       13
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                 Management Discussion and Analysis of Financial
                       Condition and Results of Operations

Net Interest Income

     Net  interest  income  increased by $102,000 or 4.4% during the nine months
ended December 31, 1998, as compared to the same period in the prior year.  This
increase  was caused by a $259,000  or 5.6%  increase in total  interest  income
offset by a $157,000 or 6.8% increase in total interest expense. The increase in
total  interest  income was from a $14,000 or 0.3% increase in interest on loans
and a $245,000 or 80.1%  increase in interest and dividends on  securities.  The
increase  in total  interest  expense  was from a $54,000  or 2.4%  increase  in
interest on  deposits,  a $15,000 or 24.2%  increase in interest on Federal Home
Loan Bank advances and a $88,000 increase in interest on repurchase  agreements.
Interest  rate  spread for the nine  months  ended  December  31, 1998 was 3.36%
compared to 3.74% for the same period in 1997.

Non-Interest Income

     Total  non-interest  income  decreased by $117,000 or 25.7% during the nine
months  ended  December  31,  1998,  as compared to the same period in the prior
year. The decrease in non-interest  income was primarily the result of a $50,000
or 32.3%  increase  in service  charges  and a $2,000 or 4.7%  increase in other
non-interest  income  offset by a $36,000 or 28.8%  decrease  in loan fees and a
decrease of $133,000 in gains from sale of loans.  The  significant  decrease in
gains  from  sale of loans  was  caused  by a  one-time  sale of the  government
guaranteed portion of commercial loans during the nine months ended December 31,
1997.

Non-Interest Expense

     Total  non-interest  expense increased by $549,000 or 32.7% during the nine
months  ended  December  31,  1998,  as compared to the same period in the prior
year.  This increase was due primarily  from an increase of $389,000 or 44.7% in
compensation and employee benefits, an increase of $57,000 or 20.9% in occupancy
and  equipment  expense,  an  increase  of $21,000  or 46.7% in data  processing
expense, an increase of $65,000 or 147.7% in audit, legal and other professional
expenses,  an increase of $9,000 or 30.0% in SAIF deposit insurance premiums, an
increase of $6,000 or 9.8% in telephone  and postage  expense and an increase of
$9,000  or 3.4% in other  expenses  offset  by a  decrease  of $2,000 or 5.4% in
foreclosed  property  expense  and a decrease  of $5,000 or 9.1% in  advertising
expense.  The  significant  increase in compensation  and employee  benefits was
primarily the result of initial and ongoing costs  associated with the Company's
Recognition  and  Retention  Plan approved by the  shareholders  at their annual
meeting July 29, 1998 and increased  personnel  costs. The increase in audit and
legal fees was a direct result of the increased  costs  associated  with being a
publicly traded company.

Provision for Loan Losses

     During the nine months  ended  December  31,  1998,  the  Company  recorded
provision  for loan losses of  $145,000  as  compared  to $299,000  for the same
period of the prior year.  The Company  recorded  such  provisions to adjust the
Company's  allowance for loan losses to a level deemed  appropriate  based on an
assessment of the volume and lending  presently  being conducted by the Company,
industry standards,  past due loans, economic conditions in the Company's market
area generally and other factors related to the  collectability of the Company's
loan  portfolio.  The Company's  non-performing  assets as a percentage of total
assets was 0.57% at December 31, 1998, as compared to 0.55% at March 31, 1998.


                                       14
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                 Management Discussion and Analysis of Financial
                       Condition and Results of Operations

Provision for Income Taxes

     The Company recognized  provision for income taxes of $153,000 for the nine
months  ended  December  31, 1998 as compared to $322,000 for the same period in
the prior year. The effective tax rate during the nine months ended December 31,
1998 was 37.6% (federal and state) and 39.4% for the nine months ending December
31, 1997.

Liquidity and Capital Resources

     The  Company's  principal  sources of funds are deposits and  principal and
interest payments collected on loans, investments and related securities.  While
scheduled loan repayments and maturing  investments are relatively  predictable,
deposit flows and early loan  prepayments are more influenced by interest rates,
general  economic  conditions  and  competition.  Additionally,  the Company may
borrow  funds from the FHLB of Chicago  and the  Discount  Window of the Federal
Reserve  of St.  Louis or  utilize  other  borrowings  of  funds  based on need,
comparative  costs and  availability  at the time.  The Company has  developed a
correspondent  relationship and has borrowing capabilities with Cole Taylor Bank
in Chicago.

     At December 31, 1998 the Company had $2.0 million in advances from the FHLB
of Chicago  outstanding  with no change  from the amount of advances as of March
31,  1998.  The  Company  uses  its  liquidity  resources  principally  to  meet
outstanding  commitments on loans, to fund maturing  certificates of deposit and
deposit withdrawals and to meet operating expenses. The Company anticipates that
it will have  sufficient  funds available to meet current loan  commitments.  At
December 31, 1998,  the Company had  outstanding  commitments  to extend credit,
which amounted to $2.4 million (including $1.7 million,  in available  revolving
commercial lines of credit).  Management believes that loan repayments and other
sources of funds will be adequate to meet the  Company's  foreseeable  liquidity
needs.

     Liquidity  management  is  both a daily  and  long-term  responsibility  of
management.  The Company  adjusts its  investments  in liquid  assets based upon
management's  assessment  of (i) expected  loan demand,  (ii)  expected  deposit
flows,  (iii) yields  available  on  interest-bearing  investments  and (iv) the
objectives of its asset/liability management program. Excess liquidity generally
is  invested  in  interest-earning   overnight  deposits  and  other  short-term
government and agency obligations.

Regulatory Capital

     The  Bank  is  subject  to  capital  requirements  of  the  Office  of  the
Comptroller  of the  Currency  ("OCC").  The OCC  requires  the Bank to maintain
minimum ratios of Tier I capital to total risk-weighted assets and total capital
to risk-weighted  assets of 4% and 8%  respectively.  Tier I capital consists of
total  stockholders'  equity  calculated in accordance  with generally  accepted
accounting  principals less intangible assets, and total capital is comprised of
Tier I capital plus certain adjustments,  the only one of which is applicable to
the Bank is the allowance for loan losses. Risk-weighted assets refer to the on-
and  off-balance  sheet  exposures of the Bank adjusted for relative risk levels
using formulas set forth by OCC regulations.  The Bank is also subject to an OCC
leverage capital requirement,  which calls for a minimum ratio of Tier I capital
to quarterly  average total assets of 3% to 5%,  depending on the  institution's
composite ratings as determined by its regulators.


                                       15
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                 Management Discussion and Analysis of Financial
                       Condition and Results of Operations

Regulatory Capital

     At  December  31,  1998,  the  Bank  was  in  compliance  with  all  of the
aforementioned capital requirements as summarized below:

                                                               December 31, 1998
                                                               -----------------
                                                                   (1,000's)

Tier I Capital:
  Common stockholders' equity                                        9,723
  Unrealized loss (gain) on securities available for sale             (21)

    Total Tier I Capital                                             9,702

Tier II Capital:
  Total Tier I capital                                               9,702
  Qualifying allowance for loan losses                                 697

    Total capital                                                   10,399

Risk-weighted assets                                                55,730
Quarter average assets                                              85,542

<TABLE>
<CAPTION>
                                                                                                        To be Well Capitalized
                                                                                                           Under the Prompt
                                                                               For Capital                 Corrective Action
                                                Actual                      Adequacy Purposes                 Provisions
                                         --------------------             ---------------------           ---------------------
                                         Amount         Ratio             Amount          Ratio           Amount          Ratio
                                         ------         -----             ------          -----           ------          -----
<S>                                      <C>           <C>                 <C>            <C>               <C>          <C>   
As of December 31, 1998:
     Total Risk-Based Capital
       (to Risk-Weighted Assets)         10,399        18.66%              4,458          8.00%             5,573        10.00%
     Tier I Capital
      (to Risk-Weighted Assets)           9,702        17.41%              2,229          4.00%             3,344         6.00%
     Tier I Capital
      (to Average Assets)                 9,702        11.34%              3,422          4.00%             4,277         5.00%
</TABLE>

At the time of the  conversion  of the Bank to a stock  organization,  a special
liquidation  account was established for the benefit of eligible account holders
and the supplemental  account holders in an amount equal to the net worth of the
Bank.  This special  liquidation  account will be maintained  for the benefit of
eligible  account holders and the  supplemental  account holders who continue to
maintain  their  accounts in the Bank after the  conversion on June 27, 1997. In
the event of a complete liquidation, each eligible and the supplemental eligible
account holders will be entitled to receive a liquidation  distribution from the
liquidation  account  in  an  amount   proportionate  to  the  current  adjusted
qualifying balances for accounts then held. With the reorganization completed on
June 27, 1997, this liquidation account became part of stockholders'  equity for
the Company under the same terms and conditions as if the reorganization had not
occurred. The Bank may not declare or pay cash dividends on or repurchase any of
its common  stock if  stockholders'  equity  would be reduced  below  applicable
regulatory capital requirements or below the special liquidation account.


                                       16
<PAGE>

                            PART II OTHER INFORMATION


Item 1.   Legal Proceedings
           None

Item 2.   Changes in Securities
           None.

Item 3.   Defaults Upon Senior Executives
            None.

Item 4.   Submission of Matters to a Vote of Security Holders
           None

Item 5.   Other Information
           None

Item 6.   Exhibits and Reports on Form 8-K
           Exhibits:        I.   Statement Regarding Computation of Earnings
                            II.  Financial Data Schedule


                                       17
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     FIRST ROBINSON FINANCIAL
                                     CORPORATION



Date: February 15, 1999              /s/ Rick L. Catt
      -----------------              ----------------
                                     Rick L. Catt
                                     President and Chief Executive Officer

Date: February 15, 1999              /s/ Jamie E. McReynolds
      -----------------              -----------------------
                                     Jamie E. McReynolds
                                     Chief Financial Officer and Vice President




                                       18