SECURITY AND EXCHANGE COMMSSION
                              WASHNGTON, D.C. 20549
                                   FORM IO-QSB
(Mark One)

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

For the quarterly period ended September 30, 1998

                                       OR

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 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 November 13, 1998, 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

PART 1. FINANCIAL INFORMATION                                               PAGE

    Item 1. Financial Statements

        Consolidated Balance Sheets as of September 30, 1998
            And March 31, 1998                                                 3

        Consolidated Statements of Income for the Three-Month
            And Six Month Periods Ended September 30, 1998 and 1997           4

        Consolidated Statements of Stockholders' Equity for the Six Month
            Period Ended September 30, 1998 and 1997                           5

        Consolidated Statements of Cash Flows for the Three-Month
            And Six Month Periods Ended September 30, 1998                     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                                               18

    Item 6.    Exhibits and Reports on Form 8-K                               18

           SIGNATURES                                                         19

<PAGE>



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

<TABLE>
<CAPTION>
                                                                           Unaudited
                                                                            9/30/98     3/31/98
                                                                            --------    --------
                                        ASSETS                                   ($1,000's)
<S>                                                                         <C>         <C>     
Cash and Cash Equivalents:
  Cash and due from banks                                                   $    740    $    609
  Interest bearing deposits                                                    5,045       5,965
                                                                            --------    --------
     Total Cash and Cash Equivalents                                           5,785       6,574

Securities available for sale, amortized cost of $10,974and $4,065
  at Sept. 30, 1998 and March 31, 1998 respectively                           11,096       4,119
Securities held to maturity, estimated market value of $210 and
  $967 at Sept. 30, 1998 and March 31, 1998, respectively                        210         955
Loans receivable, net                                                         63,666      64,234
Accrued interest receivable                                                      724         715
Premises and equipment, net                                                    2,951       2,897
Foreclosed real estate                                                            24         221
Prepaid income tax                                                                86          29
Other assets                                                                     188         224
                                                                            --------    --------

     Total Assets                                                           $ 84,730    $ 79,968
                                                                            --------    --------

                           LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                    $ 68,512    $ 62,630
Advances from Federal Home Loan Bank                                           2,000       2,000
Repurchase agreements                                                          2,021       1,644
Advances from Borrowers for taxes and insurance                                   48          75
Accrued interest payable                                                         361         348
Deferred income taxes                                                            184         157
Other liabilities                                                                 98         219
                                                                            --------    --------
     Total Liabilities                                                        73,224      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                                                                8,256       8,232
Retained earnings                                                              5,104       5,223
Treasury stock at cost                                                          (747)          0
Accumulated other comprehensive income, net of related tax
   Of $48 and $19 at Sept. 30, 1998 and March 31, 1998, respectively              74          33

Unearned employee stock ownership plan and recognition and retention plan     (1,190)       (602)
                                                                            --------    --------
             Total Stockholders' Equity                                       11,506      12,895
                                                                            --------    --------
     Total Liabilities and Stockholders' Equity                             $ 84,730    $ 79,968
                                                                            --------    --------
</TABLE>

                                       3
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
   For the Three Month and Six Month Periods Ended September 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                               (Unaudited)
                                                                          Three Month Period                   Six Month Period
                                                                      --------------------------           -------------------------
                                                                       1998               1997              1998              1997
                                                                      -------            -------           -------           -------
                                                                                               ($1,000's)
<S>                                                                   <C>                <C>               <C>               <C>    
Interest Income:                                                                    
  Interest on Loans                                                   $ 1,465            $ 1,456           $ 2,922           $ 2,857
  Interest and dividends on securities                                    182                101               339               225
                                                                      -------            -------           -------           -------
     Total interest income                                              1,647              1,557             3,261             3,082
                                                                      -------            -------           -------           -------

Interest expense:
  Interest on deposits                                                    769                742             1,506             1,502
  Interest on FHLB advances                                                26                  0                51                57
  Interest on repurchase agreements                                        31                  0                60                 1
                                                                      -------            -------           -------           -------
   Total interest expense                                                 826                742             1,617             1,560
                                                                      -------            -------           -------           -------

    Net interest income                                                   821                815             1,644             1,522

Provision for loan losses                                                  45                118               115               136
                                                                      -------            -------           -------           -------

    Net interest income after provision                                   776                697             1,529             1,386
                                                                      -------            -------           -------           -------

Non-interest income:
  Service charges                                                          70                 47               135                94
  Loan fees                                                                30                 39                61                85
  Gain on sale of loans                                                     0                 20                 0               133
  Other non-interest income                                                14                 19                31                37
                                                                      -------            -------           -------           -------
   Total other income                                                     114                125               227               349
                                                                      -------            -------           -------           -------

Non-interest expense:
  Compensation and employee benefits                                      564                293               886               598
  Occupancy and equipment                                                 113                 91               222               179
  Foreclosed property expense                                              15                 13                29                27
  Data Processing                                                          22                 15                41                30
  Audit, legal and other professional                                      50                 14                76                21
  SAIF deposit insurance                                                   15                 10                25                20
  Advertising                                                              16                 23                31                39
  Telephone and postage                                                    23                 19                45                41
  Other                                                                    98                 94               183               169
                                                                      -------            -------           -------           -------
   Total other expenses                                                   916                572             1,538             1,124
                                                                      -------            -------           -------           -------

    Income (Loss) before income tax                                       (26)               250               218               611

Provision for (benefit from) income taxes                                 (16)                97                79               238
                                                                      -------            -------           -------           -------

   Net Income (Loss)                                                  $   (10)           $   153           $   139           $   373
                                                                      -------            -------           -------           -------

Earnings Per Share-Basic                                              $ (0.01)           $  0.19           $  0.18           $  0.47
Earnings Per Share-Diluted                                            $ (0.01)           $  0.19           $  0.18           $  0.47
</TABLE>


                                       4
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             For The Three Period Ended September 30, 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 (Loss)                                                        139                                                    139
Other Comprehensive Income                                                                                          41           41
Allocation of ESOP shares                                    24                                       35                         59
Treasury Stock at cost                                                                (747)                                    (747)
Dividends Paid                                                          (258)                                                  (258)
Recognition and Retention Plan                                                                      (623)                      (623)
                                          -----------------------------------------------------------------------------------------
Balance at Sept. 30, 1998                 $      9     $  8,256     $  5,104      $   (747)     $ (1,190)     $     74     $ 11,506
                                          --------     --------     --------      --------      --------      --------     --------
<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                                                                       373                                            373
Other Comprehensive Income                                                                                       (4)             (4)
Comprehensive Income
                                               ------------------------------------------------------------------------------------
Balance at September 30, 1997                  $     9        $ 8,178        $ 5,223        $  (688)        $    26         $12,748
                                               -------        -------        -------        -------         -------         -------
</TABLE>





                                       5
<PAGE>


                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF CASH
                 FLOWS For the Three Month and Six Month Periods
                        Ended September 30, 1998 and 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  Three Months                    Six Months
                                                                             1998            1997            1998            1997
                                                                            -------         -------         -------         -------
                                                                                                   ($1,000's)
<S>                                                                         <C>             <C>             <C>             <C>    
Cash flows from operating activities:
 Net income                                                                 $   (10)        $   153         $   139         $   373
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities
   Provision for depreciation                                                    57              43             113              87
   Provision for loan losses                                                     45             118             115             136
   Net amortization and accretion on investments                                  7               2              13               4
   (Increase) decrease in accrued interest receivable                           (33)           (112)             (9)           (176)
   (Increase) decrease in prepaid income taxes                                  (86)              0             (57)              0
   Decrease (Increase) in other assets                                          (58)            (66)             36              57
   (Decrease) increase in accrued interest payable                               64              29              13              17
   (Decrease) increase in accrued income taxes                                  (67)             46               0             142
   (Decrease) increase in deferred income taxes                                   0               0               0               0
   Increase  (decrease) in accrued expenses                                      (7)             (4)           (121)             84
   Gain on sale of loans                                                          0             (20)              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                                  (88)            189             242             591
                                                                            -------         -------         -------         -------

 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                      0             200               0             200
   Proceeds from sale of mortgage-backed securities
           Available for sale                                                     0               0               0               0
   Proceeds from maturities of securities held to maturity                        0               0              15              15
   Purchase of securities held to maturity                                        0            (501)            (35)           (677)
   Purchase of securities available for sale                                 (2,216)              0          (6,869)              0
   Repayment of principal on mortgage-backed securities                         405             231             712             334
   Decrease (increase) in loans receivable                                      321          (2,608)           (978)         (4,928)
   Purchase of loans and participations                                           0               0               0               0
   Sale or participation of originated loans                                      0             534           1,431           1,714
   Decrease (increase) in foreclosed real estate                                136             (44)            197             (23)
   Purchase of premises and equipment                                           (71)           (105)           (167)           (193)
                                                                            -------         -------         -------         -------
     Net cash used in investing activities                                   (1,425)         (2,293)         (5,694)         (3,558)
                                                                            -------         -------         -------         -------
</TABLE>



                                       6
<PAGE>

                  FIRST ROBINSON FINANCIAL CORP. AND SUBSIDIARY
                    CONSOLDIATED STATEMENT OF CASH FLOWS For
                      the Quarters Ended June 30, 1998 and
                                      1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Three Months                  Six Months
                                                                                1998            1997          1998           1997
                                                                               -------        -------        -------        -------
                                                                                                     ($1,000's)
<S>                                                                            <C>            <C>            <C>            <C>     
Cash flows from financing activities:
   Net increase (decrease) in deposits                                         $ 5,493        $(1,926)       $ 5,882        $(1,465)
   Increase (decrease) in repurchase agreements                                    (50)            49            377           (365)
   Advances from Federal Home Loan Bank                                              0              0              0          1,750
   Repayment of FHLB advances                                                        0              0              0         (5,500)
   Increase in advances from borrowers
      for taxes and insurance                                                      (54)           (35)           (27)           (27)
   Proceeds from issuance of common stock                                            0              0              0          8,187
   Purchase of employee stock ownership plan                                         0              0              0           (688)
   ESOP shares released                                                             28              0             59              0
   Dividends paid                                                                    0              0           (258)             0
   Purchase of stock for Recognition & Retention Plan                             (746)             0           (746)             0
   Funding of  recognition and retention plan                                      123              0            123              0
   Purchase of treasury stock                                                     (747)             0           (747)             0
                                                                               -------        -------        -------        -------
      Net cash provided by financing activities                                  4,047         (1,912)         4,663          1,892
                                                                               -------        -------        -------        -------

Increase (decrease) in cash and cash equivalents                                 2,534         (4,016)          (789)        (1,075)

Cash and cash equivalents at beginning of period                                 3,251          7,110          6,574          4,169
                                                                               -------        -------        -------        -------

Cash and cash equivalents at end of period                                     $ 5,785        $ 3,094        $ 5,785        $ 3,094
                                                                               -------        -------        -------        -------


Supplemental Disclosures:
 Additional Cash Flows Information:
   Cash paid for:
     Interest on deposits, advances and
       repurchase agreements                                                   $   762        $   713        $ 1,604        $ 1,543
     Income taxes:
      Federal                                                                       72             37            128             74
      State                                                                          4             11             17             18

Schedule of Non-Cash Investing Activities:
   Change in unrealized gain on securities available for sale                      142              0             68             (7)
   Change in deferred income taxes attributed to
      Unrealized gain on securities available for sale                             (56)             0            (27)             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 September 30, 1998 and the results of its  operations  and cash flows
for the three  months and six months  ended  September  30,  1998 and 1997.  The
results  of  operations  for  those  months  ended  September  30,  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 778,510 and 789,410 for the three and six month periods ending September 30,
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 six month periods ended  September 30, 1997.  Weighted  average common
shares  outstanding for these 1997 periods was 791,237.  The Company  approved a
stock  option  plan  during the current  three  month  period.  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,
based on the  proportion of debt service paid in the year. 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 September 30, 1998 was $38,000 and for the six months
ended September 30, 1998 was $80,000.

The ESOP shares at September 30, 1998 were as follows:

         Allocated shares                                6,877
         Shares released for allocation                  5,157
         Unallocated shares                             56,736

         Total ESOP shares                              68,770

         Fair value of unallocated shares             $936,144

(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 six month periods ended September 30, 1998 and 1997 are as follows:

                                         Three Month Period    Six Month Period
                                         ------------------    ----------------
                                           1998       1997      1998       1997
                                          -----      -----     -----      -----
                                                         ($1,000)

Net Income (Loss)                         $ (10)     $ 153     $ 139      $ 373
                                          -----      -----     -----      -----
Other Comprehensive Income
Unrealized gains (losses) on securities     142          0        68         (7)
Related tax effects                         (56)         0       (27)         3
                                          -----      -----     -----      -----
Other Comprehensive Income (Losses)          86          0        41         (4)
                                          -----      -----     -----      -----
Comprehensive Income                      $  76      $ 153     $ 180      $ 369
                                          -----      -----     -----      -----



                                       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 conducted a comprehensive review of 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. Certain other vendors have
not yet responded,  however, the Company will pursue other options if it appears
that these  vendors will be unable to comply.  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  has also  contacted  its
commercial  borrowers,  with  indebtedness  to the  Company of  $100,000 or more
concerning their compliance with the "Year 2000" issue.

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 September 30, 1998 and March 31, 1998

     The Company's total assets increased by approximately $4.8 million or 6.0%,
to $84.7  million at  September  30, 1998 from $80.0  million at March 31, 1998.
This increase in total assets was primarily the result of a $7 million  increase
in securities available for sale offset primarily by a $789,000 decrease in cash
and cash equivalents a $568,000  decrease in loans  receivable,  net, a $197,000
decrease  foreclosed  real estate and a $745,000  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 $6.2 million or 9.2% to $73.2 million
at September  30, 1998 from $67.1  million at March 31, 1998.  This  increase in
liabilities was primarily the result of a $5.9 million  increase in deposits,  a
$377,000  increase in repurchase  agreements  offset by a $121,  000 decrease in
other liabilities.

     Stockholders' equity decreased $1.4 million or 10.8% to $11.5 million as of
September  30, 1998 from $12.9  million as of March 31, 1998.  This decrease was
primarily from the payment of $258,000 in dividends, the purchase of $747,000 in
treasury  stock and $588,000 in costs  associated  with the  Company's  Employee
Stock  Ownership Plan and its  Recognition and Retention Plan offset by earnings
for the six month period.

Results of Operation

Comparison of the Three Months ended September 30, 1998 and 1997

Net Income

     The Company  reported a net loss of $10,000  during the three  months ended
September 30, 1998 as compared to net income of $153,000 during the three months
ended  September 30, 1997. The $163,000  decrease in net income during the three
months ended  September  30,  1998,  as compared to the same period in the prior
year,  was  primarily  attributable  to an  increase of $344,000 or 60.1% in non
interest  expense  combined  with a decrease of $11,000 or 8.8% in  non-interest
income  offset by an increase of $79,000 or 11.3% in net  interest  income after
provision  for loan losses and a decrease  $113,000 or 116.5% in  provision  for
income taxes.

Net Interest Income

     Net interest  income  increased  by $6, 000 or 0.7% to $821,000  during the
three months ended  September 30, 1998, as compared to $815,000  during the same
period in the prior year.  The  increase was caused by an increase of $90,000 or
5.8% in total interest income offset by an increase of $84,000 or 11.3% in total
interest  expense.  The  increase in  interest  income was from a $9,000 or 0.6%
increase in loan interest  income and an $81,000 or 80.2% increase in investment
interest  income.  The increase in total interest  expense was from a $27,000 or
3.6%  increase in interest on deposits,  a $26,000  increase in interest in FHLB
advances and a $31,000 increase in interest on repurchase  agreements.  Interest
rate spread for the three months ended  September 30, 1998 was 3.46% compared to
3.78% for the same period in 1997.

Non-Interest Income

     Total  non-interest  income decreased by $11,000 or 8.8% to $114,000 during
the three months ended  September 30, 1998,  as compared to $125,000  during the
same period in the prior year.  The  decrease in other  non-interest  income was
primarily  caused by a decrease  of $9,000 or 23.1% in loan fees,  a decrease of
$20,000 on sale of loans and a decrease of $5,000 or 26.3% in other non-interest
income partially offset by an increase of $23,000 or 48.9% in service charges.





                                       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  $344,000  or 60.1% to $916,000
during the three months ended September 30, 1998, as compared to $572,000 during
the same period in the prior  year.  This  increase  was due  primarily  from an
increases  of  $271,000  or 92.5% in  compensation  and  employee  benefits,  an
increase of $22,000 or 24.2% in occupancy and equipment expense,  an increase of
$7,000 or 46.7% in data processing  expense and an increase of $36,000 or 257.1%
in audit and legal expenses  associated  with being a public  company  partially
offset by a decrease of $7,000 or 30.4% in advertising  expense. The significant
increase in  compensation  and employee  benefits was primarily from the initial
costs  associated  with the  implementation  of the  Company's  Recognition  and
Retention Plan approved by shareholders at their annual meeting July 29, 1998.

Provision for Loan Losses

     During the three months ended  September  30,  1998,  the Company  recorded
provision for loan losses of $45,000 as compared to $118,000 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 0.15% at September 30, 1998, as compared to 0.51 % at June 30, 1998.

Provision for (Benefit from) Income Taxes

     The Company recognized a benefit from income taxes of $16,000 for the three
months ended  September  30, 1998 as compared to a provision for income taxes of
$97,000 for the same period in the prior year. The effective tax rate during the
three months ended  September 30, 1998 was 61.5% (federal and state) as compared
to 38.8% during the same period in the prior year.  The  effective  tax rate for
the three months ended was affected by annualized  taxable income at the various
federal income tax rates based on the operating results for the quarter.

Comparison of the Six Months ended September 30, 1998 and 1997

Net Income

     The Company  reported a net income of $139,000  during the six months ended
September 30, 1998 as compared to $373,000 during the six months ended September
30, 1997.  The $234,000 or 62.7% decrease in net income for the six months ended
September  30,  1998,  as  compared  to the same  period in the  prior  year was
primarily  attributable  to an increase  of  $143,000  or 10.3% in net  interest
income  after  provision  for loan losses and a decrease of $159,000 or 66.8% in
provision  for  income  taxes  offset  by a  decrease  of  $122,000  or 35.0% in
non-interest  income  and an  increase  of  $414,000  or 36.8%  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 $122,000 or 8.0% during the six months
ended September 30, 1998, as compared to the same period in the prior year. This
increase  was caused by a $179,000  or 5.8%  increase in total  interest  income
offset by a $57,000 or 3.7% increase in total interest expense.  The increase in
total  interest  income was from a $65,000 or 2.3% increase in interest on loans
and a $114,000 or 50.7%  increase in  investment  income.  The increase in total
interest  expense was from a $4,000 or 0.3% increase in interest on deposits and
a $59,000  increase in interest on repurchase  agreements  offset by a $6,000 or
10.5%  decrease in Federal Home Loan Bank  borrowings.  Interest rate spread for
the six months ended September 30, 1998 was 3.45% compared to 3.72% for the same
period in 1997.

Non-Interest Income

     Total  non-interest  income  decreased  by $122,000 or 35.0% during the six
months ended  September  30,  1998,  as compared to the same period in the prior
year. The decrease in non-interest  income was primarily the result of a $41,000
or 43.6%  increase in service  charges  offset by a $24,000 or 28.2% decrease in
loan  fees,  a $6,000  or 16.2%  decrease  in other  non-interest  income  and a
decrease of $133,000 in sale of loans. The significant decrease in sale of loans
was caused by a one-time sale of the government guaranteed portion of commercial
loans during the six months ended September 30, 1997.

Non-Interest Expense

     Total  non-interest  expense  increased by $414,000 or 36.8% during the six
months ended  September  30,  1998,  as compared to the same period in the prior
year.  This increase was due primarily  from an increase of $288,000 or 48.2% in
compensation and employee benefits, an increase of $43,000 or 24.0% in occupancy
and  equipment  expense,  an  increase  of $11,000  or 36.7% in data  processing
expense,  an  increase  of $55,000 or 261.9% in audit and legal  expense  and an
increase of $14,000 or 8.3% in other expenses  offset by a decrease of $8,000 or
20.5% in advertising  expense.  The  significant  increase in  compensation  and
employee  benefits was primarily the result of initial 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 six months  ended  September  30,  1998,  the  Company  recorded
provision  for loan losses of  $115,000  as  compared  to $136,000  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 0.15% at September 30, 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 $79,000 for the six
months ended  September  30, 1998 as compared to $238,000 for the same period in
the prior year.  The effective tax rate during the three months ended  September
30,  1998 was  36.2%  (federal  and  state)  and 39% for the six  months  ending
September 30, 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 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  September  30, 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
September 30, 1998,  the Company had  outstanding  commitments to extend credit,
which amounted to $2.8 million (including $1.9 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  September  30,  1998,  the  Bank  was  in  compliance  with  all of the
aforementioned capital requirements as summarized below:

                                                              September 30, 1998
                                                              ------------------
                                                                   (1,000's)

Tier I Capital:
     Common stockholders' equity                                     9,627
     Unrealized loss (gain) on securities available for sale          (74)

       Total Tier I Capital                                          9,553

Tier II Capital:
     Total Tier I capital                                            9,553
     Qualifying allowance for loan losses                              701

       Total capital                                                10,254

Risk-weighted assets                                                56,115
Quarter average assets                                              81,993

<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 September 30, 1998:
     Total Risk-Based Capital
       (to Risk-Weighted Assets)         10,254        18.27%       4,489          8.00%        5,612        10.00%
     Tier I Capital
      (to Risk-Weighted Assets)           9,553        17.02%       2,245          4.00%        3,367         6.00%
     Tier I Capital
      (to Average Assets)                 9,553        11.65%       3,280          4.00%        4,100         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

          (a)  On July  29,  1998,  the  Company  held  its  Annual  Meeting  of
               Stockholders.

          (b)  At the  meeting,  Clell T. Keller was elected as a director for a
               term to expire in 2000.  Also,  Scott F.  Pulliam  and William K.
               Thomas were elected as directors for terms to expire on 2001.

          (c)  Stockholders voted on the following matters:

               (i)  The  election  of  the  following  three  directors  of  the
                    Corporation;

<TABLE>
<CAPTION>
                                                                                                         BROKER
          VOTES:                           FOR               WITHHELD              ABSTAIN              NON-VOTES
          ------                           ---               --------              -------              ---------
          <S>                            <C>                  <C>                      <C>                  <C>
          Clell T. Keller                732,094              18,727                   0                    0

          Scott F. Pulliam               718,147              32,674                   0                    0

          William K. Thomas              726,644              24,177                   0                    0
</TABLE>

               (ii) The  approval of the 1998 Stock Option and  Incentive  Plan;

<TABLE>
<CAPTION>
                                                                                                         BROKER
          VOTES:                           FOR               AGAINST              ABSTAIN               NON-VOTES
          ------                           ---               -------              -------               ---------
          <S>                            <C>                  <C>                  <C>                  <C>    
                                         573,452              68,946               5,080                103,343
</TABLE>

               (iii) The approval of the Recognition and Retention Plan;

<TABLE>
<CAPTION>
                                                                                                         BROKER
          VOTES:                           FOR               AGAINST              ABSTAIN               NON-VOTES
          ------                           ---               -------              -------               ---------
          <S>                            <C>                 <C>                   <C>                  <C>    
                                         486,302             150,496               10,680               103,343
</TABLE>

               (iv) The  ratification of the appointment of Larsson,  Woodyard &
                    Henson,  LLP as auditors for the Company for the fiscal year
                    ending March 31, 1999.

<TABLE>
<CAPTION>
                                                                                                         BROKER
          VOTES:                           FOR               AGAINST              ABSTAIN               NON-VOTES
          ------                           ---               -------              -------               ---------
          <S>                            <C>                   <C>                 <C>                      <C>    
                                         742,128               5,893                2,800                   0
</TABLE>




                                       17
<PAGE>

                            PART II OTHER INFORMATION




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



          Reports on Form 8-K

               First Robinson  Financial  Corporation filed an 8-K on August 17,
          1998, announcing the completion of the Stock Repurchase Plan.




                                       18
<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:    November 13, 1998            /s/ Rick L. Catt
                                      ------------------------------------------
                                      Rick L. Catt
                                      President and Chief Executive Officer

Date:    November 13, 1998            /s/ Jamie E. McReynolds
                                      ------------------------------------------
                                      Jamie E. McReynolds
                                      Chief Financial Officer and Vice President




                                       19