U.S. Securities and Exchange Commission
                     Washington, D.C. 20549

                           FORM 10-KSB

         ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

              For the Year ended December 31, 1999
                                 -----------------

                Commission file number 000-25808
                                      ----------

                  GREAT AMERICAN BANCORP, INC.
                  ---------------------------------------
         (Name of small business issuer in its charter)

          Delaware                              52-1923366
-------------------------------            -------------------
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)            Identification No.)

1311 S. Neil St., P.O. Box 1010, Champaign, Illinois   61824-1010
----------------------------------------------------   ----------
(Address of principal executive offices)               (Zip Code)

Issuers's telephone number, including area code (217) 356-2265
                                                    -------------

           Securities registered under Section 12(b)
                  of the Exchange Act:   None
                                       -------
           Securities registered under Section 12(g)
                      of the Exchange Act:

            Common Stock: par value $0.01 per share
            ---------------------------------------
                        (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]


Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation SB contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.   [X]

   State issuer's revenues for its most recent fiscal year.

                           $12,548,000
                           -----------

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, i.e., persons other than directors and executive officers of the
Registrant, at December 31, 1999 was $11,973,000.  For purposes of this
determination only, directors and executive officers of the Registrant have
been presumed to be affiliates.  The market value is based upon $12.375 per
share, the last sales price as quoted on The Nasdaq Stock Market for December
31, 1999.

The Registrant had 1,176,915 shares of Common Stock outstanding, for ownership
purposes, at February 29, 2000 which excludes 875,835 shares held as treasury
stock.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

The Exhibit Index is located at pages 49-50.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Stockholders for the year ended December 31,
1999 are incorporated by reference into Part II of this Form 10-KSB.  Portions
of the Proxy Statement for the 2000 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Form 10-KSB.



                                   INDEX


PART I
                                                                    PAGE

Item 1.  Description of Business . . . . . . . . . . . . . . . . . .   4

Item 2.  Description of Property . . . . . . . . . . . . . . . . . .  46

Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  48

Item 4.  Submission of Matters to a
          Vote of Security Holders . . . . . . . . . . . . . . . . .  48

PART II

Item 5.  Market for Common Equity and
          Related Stockholder Matters. . . . . . . . . . . . . . . .  48

Item 6.  Management's Discussion
          and Analysis or Plan of Operation. . . . . . . . . . . . .  48

Item 7.  Financial Statements. . . . . . . . . . . . . . . . . . . .  48

Item 8.  Changes In and Disagreements With Accountants
          on Accounting and Financial Disclosure . . . . . . . . . .  48

PART III

Item 9.  Directors, Executive Officers, Promoters and
          Control Persons; Compliance with Section
          16(a) of the Exchange Act. . . . . . . . . . . . . . . . .  48

Item 10. Executive Compensation. . . . . . . . . . . . . . . . . . .  49

Item 11. Security Ownership of Certain Beneficial
          Owners and Management. . . . . . . . . . . . . . . . . . .  49

Item 12. Certain Relationships and Related Transactions. . . . . . .  49

Item 13. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . .  49

SIGNATURES



                             PART I

Item 1.        Description of Business.

   In addition to historical information, this Annual Report may include
certain forward looking statements based on current management expectations.
The Company's actual results could differ materially from those management
expectations.  Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies
of the federal government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality or competition, changes in the
quality or composition of the Bank's loan and investment portfolios, changes
in accounting principles, policies or guidelines, and other economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices.

General

   Great American Bancorp, Inc. (the "Company") was incorporated on February
23, 1995 and on June 30, 1995 acquired all of the outstanding shares of common
stock of First Federal Savings Bank of Champaign-Urbana, Illinois, (the "Bank")
upon the Bank's conversion from a federally chartered mutual savings bank to a
federally chartered stock savings bank (the "Conversion").  The Company
purchased 100% of the outstanding capital stock of the Bank using 50% of the net
proceeds from the Company's initial stock offering which was completed on June
30, 1995.  The Company sold 2,052,750 shares of common stock in the initial
offering at $10 per share.  The Company began trading on The Nasdaq Stock Market
on June 30, 1995 under the symbol "GTPS".

   The Company's assets at December 31, 1999 consist primarily of the investment
in the Bank of $10.3 million, multifamily real estate loans of $5.7 million,
commercial real estate loans totaling $3.6 million, construction loans of
$531,000, one-to-four family mortgage loans of $237,000 and commercial loans
totaling $296,000.  All loans were originated at the Bank and sold to the
Company. The Company does not transact any other material business except
through its subsidiary, the Bank.

Business of the Bank

   The Bank was originally chartered in 1908 and became a federally chartered
mutual savings institution in 1938.  Prior to changing its name to First
Federal Savings Bank of Champaign-Urbana in January, 1995, the Bank operated
as First Federal Savings and Loan Association of Champaign.  The Bank's
primary market area consists of Champaign County, Illinois, which includes the
cities of Champaign and Urbana.  The economy in the Bank's primary market area
is predominantly related to the University of Illinois, medical and health
care related businesses, a major food processing operation and agriculture.
The Bank maintains three offices, two in Champaign and one in Urbana, and
provides a full range of retail banking services at each office, with emphasis
on one- to four-family residential mortgage loans and consumer and commercial
loans.  At December 31, 1999, the Bank had total assets, liabilities and
stockholders' equity of $143.1 million, $132.8 million, and $10.3 million,
respectively.

   The Bank's principal business consists of the acceptance of retail
deposits from the residents and small businesses surrounding its branch
offices and the investment of those deposits, together with funds generated
from operations, primarily in one- to four-family residential mortgage loans.
The Bank also invests in multifamily mortgage loans, commercial real estate
loans, construction loans, land development loans and commercial and consumer
loans.  The Bank, from time to time, originates loans for sale during certain
designated periods and, to a lesser extent, may sell loans from its portfolio.
The Bank retains virtually all the servicing rights of loans sold.  At
December 31, 1999, the Bank's gross loan portfolio totaled $118.1 million or
82.5% of total assets.  In addition to its lending activities, the Bank also
invests in U.S. Treasury and Agency securities, local municipal securities, and
mortgage-backed securities.  At December 31, 1999, the Bank's securities
portfolio totaled $6.4 million.  Securities totaling $3.0 million were
designated as available for sale and the remaining $3.4 million was classified
as held to maturity.  The Bank also had $1.1 million invested in an overnight
money market fund and $2.9 million invested in interest-bearing demand deposits
at December 31, 1999.

   The Bank's revenues are derived principally from interest on its mortgage,
consumer and commercial loans, and, to a lesser extent, interest and dividends
on its securities.  The Bank's primary sources of funds are deposits,
principal and interest payments and principal prepayments on loans, and
proceeds from Federal Home Loan Bank ("FHLB") advances.

Lending Activities

   General.  Historically, the principal lending activity of the Bank has
been the origination of long-term fixed-rate mortgage loans for the purpose of
constructing, financing or refinancing one- to four-family residential
properties.  In recent years, the Bank has also emphasized the origination of
balloon, adjustable-rate, and short-term fixed-rate mortgage loans, and has
also increased the origination of consumer loans, commercial and commercial
real estate loans.

Loan Portfolio Composition.  The following table sets forth the
composition of the consolidated loan portfolio in dollar amounts and in
percentages of the respective portfolios at the dates indicated:



<TABLE>
<CAPTION>
                                                  Amount of Loans Outstanding at
                                      ------------------------------------------------------
                                      December   December   December   December   September
                                      31, 1999   31, 1998   31, 1997    31,1996    30, 1995(1)
                                      --------  ---------  ---------   ---------   ---------
                                                        (in thousands)
<S>                                  <C>         <C>        <C>        <C>         <C>
Real estate:
 One- to four-family residential     $  70,291   $ 66,694   $ 57,613   $ 51,620    $ 41,254
 Multifamily residential                18,492     16,956     18,174      9,446       5,736
 Commercial                             18,213     14,500     10,296      9,363      11,261
 Construction                            1,919      3,657      1,615      2,035         447
 Land                                      205        185        559        495         275
Commercial business                      7,747      9,435     11,967      8,191       8,558
Consumer                                11,564     11,245     12,088     10,667      10,112
                                       -------    -------    -------    -------      ------
   Total loans, gross                  128,431    122,672    112,312     91,817      77,643
 Allowance for loan losses                (703)      (925)      (497)      (374)       (231)
                                       -------    -------    -------    -------      ------
   Total loans, net                  $ 127,728  $ 121,747   $111,815   $ 91,443    $ 77,412
                                       =======    =======    =======    =======      ======

<CAPTION>
                                                 Percentage of Loans Outstanding at
                                     -------------------------------------------------------
                                      December   December   December   December   September
                                      31, 1999   31, 1998   31, 1997   31, 1996    30, 1995
                                      --------  ---------  ---------  ---------   ---------
<S>                                    <C>        <C>        <C>        <C>         <C>
Real estate:
 One- to four-family                     54.74%     54.37%     51.30%     56.22%      53.13%
 Multifamily residential                 14.40      13.82      16.18      10.29        7.39
 Commercial                              14.18      11.82       9.17      10.20       14.50
 Construction                             1.49       2.98       1.44       2.22         .58
 Land                                      .16        .15        .50        .54         .35
Commercial business                       6.03       7.69      10.66       8.92       11.02
Consumer                                  9.00       9.17      10.75      11.61       13.03
                                       -------     -------    -------     -------     -------
 Total loans                            100.00%    100.00%    100.00%    100.00%     100.00%
                                       =======    =======    =======    =======     =======
</TABLE>



(1) In November 1995, the Company and the Bank each changed their fiscal
year end from September 30 to December 31.



   There were no loans held for sale at December 31, 1999.  At that same
date, 38.2% of total mortgage loans had adjustable interest rates, excluding
consumer loans secured by second mortgages on real property.

   The types of loans that the Company and Bank may originate are subject to
federal and state law and regulations.  Interest rates charged on loans are
affected by the demand for such loans and the supply of money available for
lending purposes and the rates offered by competitors.  These factors are, in
turn, affected by, among other things, economic conditions, monetary policies
of the federal government, including the Federal Reserve Board and legislative
tax policies.

Loan Maturity

   The following table shows the maturity of consolidated loans at December
31, 1999, and includes principal repayments.  Principal repayments totaled
$34.6 million, $49.1 million and $38.9 million for the years ended December 31,
1999, 1998 and 1997.  At December 31, 1999, all loans were classified as held
for investment.  While future loan prepayment activity cannot be projected,
management anticipates that in periods of stable interest rates, prepayment
activity would be lower than prepayment activity experienced in periods of
declining interest rates.  In general, the Bank originates adjustable and fixed-
rate one- to four-family loans with maturities from 15 to 30 years, one-to-four
family loans with balloon features which mature from 5 to 7 years, multifamily
loans with maturities from 10 to 20 years, adjustable-rate commercial real
estate loans with maturities of 15 to 25 years, commercial loans with
maturities of from 1 to 5 years, and consumer loans with maturities of 1 to 5
years.


<TABLE>
<CAPTION>
                                                                     December 31, 1999
                                                                       (in thousands)
                                    ------------------------------------------------------------------------------------------
                                     One- to    Multi        Real                                                  Total
                                       Four-    Family      Estate                                                 Loans
                                      Family  Residential  Commercial Construction   Land  Commercial  Consumer  Receivable
                                    ------------------------------------------------------------------------------------------
     <S>                           <C>          <C>          <C>         <C>          <C>    <C>        <C>       <C>
     Amounts due:
      One year or less             $  2,888        507          892       1,919        23     5,365      4,951     16,545

     After one year:
       More than one year to
        three years                   5,250      1,128        3,026          --        46       926      3,600     13,976
      More than three years
        to five years                 6,011      1,925        2,143          --        22       949      2,353     13,403
      More than five years
        to 10 years                  14,433     11,561        6,043          --        40       449        564     33,090
      More than 10 years
        to 20 years                  23,666      3,200        5,835          --        74        58         49     32,882
      More than 20 years             18,043        171          274          --        --        --         47     18,535

                                     -----------------------------------------------------------------------------------------
         Total due after
          December 31, 2000          67,403     17,985       17,321          --       182     2,382      6,613    111,886
                                     -----------------------------------------------------------------------------------------
         Total loans, gross          70,291     18,492       18,213       1,919       205     7,747     11,564    128,431

      Allowance for loan losses         (74)       (20)         (19)         (2)       --      (321)      (267)      (703)
                                     -----------------------------------------------------------------------------------------
         Total loans, net          $ 70,217     18,472       18,194       1,917       205     7,426     11,297    127,728
                                     =========================================================================================

</TABLE>



  The following table sets forth, at December 31, 1999, the dollar amount of
gross loans receivable, contractually due after December 31, 2000, and whether
such loans have fixed interest rates or adjustable interest rates.



                                            Due After December 31, 2000
                                      --------------------------------------
                                        Fixed       Adjustable        Total
                                      --------------------------------------
                                                  (in thousands)

Real estate:
 One- to four-family residential      $ 52,316       $ 15,087      $ 67,403
 Multifamily residential                 6,797         11,188        17,985
 Commercial real estate                  2,891         14,430        17,321
 Construction                               --             --            --
 Land                                       37            145           182
Commercial business                        615          1,767         2,382
Consumer                                 6,613             --         6,613
                                        ------------------------------------
      Total loans                     $ 69,269       $ 42,617      $111,886
                                        ====================================

   Origination, Purchase, Sale and Servicing of Loans.   The Bank's lending
activities are conducted primarily through its home office and two branch
offices.  The Bank, from time to time, also sells mortgage loans that it
originates during certain designated periods and sells loans from its
portfolio and purchases participations in mortgage loans originated by other
institutions.  The Bank has sold one- to four-family mortgage loans during
periods in which management believes market interest rates are not conducive
to the Bank holding such loans in its portfolio.  Additionally, the Bank may
sell loans from its portfolio to, among other things, fund its commitments for
loan sales when circumstances result in the Bank's inability to close loans
which have been committed for sale.  Historically, the substantial majority of
loans sold by the Company have been sold to the Federal Home Loan Mortgage
Corporation ("FHLMC").  The determination to purchase participations in
specific loans or pools of loans is based upon criteria substantially similar
to the Bank's underwriting policies which consider the financial condition of
the borrower, the location of the underlying property and the appraised value
of the property, among other factors.

   The Bank recognizes, at the time of sale, the cash gain or loss on the sale
of the loans based on the difference between the net cash proceeds received
and the carrying value of the loans sold.  Mortgage servicing rights on loans
sold are capitalized by allocating the total cost of the mortgage loans
between the mortgage servicing rights and the loans based on their relative
fair values.  Capitalized servicing rights are amortized in proportion to and
over the period of estimated servicing revenues.

   The following table sets forth consolidated loan originations, purchases,
sales and principal repayments information for the periods indicated.



                                      Year Ended December 31,
                          ------------------------------------------------
                                 1999           1998            1997
                          ------------------------------------------------
                                           (in thousands)

Gross Loans (1)
Beginning balance           $ 122,672        $112,312       $  91,817
 Loans originated:
  One- to four-family          12,000          16,138          12,071
  Multifamily residential       3,315           3,957          16,843
  Commercial real estate        4,230           3,863           3,493
  Construction                  1,387           6,466           2,688
  Land                            154              --              --
  Commercial business           9,809          19,369          12,197
  Consumer                      9,448           9,704          12,164
                            ----------------------------------------------
   Total loans originated      40,343          59,497          59,456
                            ----------------------------------------------
   Total                      163,015         171,809         151,273

Less:
  Transfer to real
     estate owned                  --              --              --
  Principal repayments        (34,584)        (49,093)        (38,889)
  Sales of loans                   --             (44)            (72)
                              --------------------------------------------
Total loans, gross          $ 128,431       $ 122,672       $ 112,312
                            ==============================================

    (1)   Gross loans include loans receivable, net of loan origination fees,
          deferred loan fees, and unamortized premiums and discounts.

   One- to Four-Family Mortgage Lending.  The Bank offers both fixed rate
and adjustable rate mortgage loans secured by one- to-four-family residences,
primarily owner-occupied, located in the Bank's primary market area, with
maturities up to thirty years.  Substantially all of such loans are secured
by property located in Champaign County, Illinois.  Loan originations are
generally obtained from existing or past customers and members of the local
community.

   At December 31, 1999, total consolidated gross loans outstanding were
$128.4 million, of which $70.3 million or 54.8% were one- to four-family
residential mortgage loans.  Of the one- to four-family residential mortgage
loans outstanding at that date, 78.2% were fixed-rate loans, and 21.8% were
adjustable-rate mortgage loans.  The interest rate for the majority of the
Bank's adjustable-rate mortgage loans adjusts periodically based upon a
spread above the one year U.S. Treasury index. The Bank currently offers a
number of adjustable-rate mortgage loan programs with interest rates which
adjust annually, either from the outset of the loan or after a 3, 5 or 7-year
initial period in which the loan has a fixed rate. Such interest rate
adjustments are limited to a 2% annual adjustment cap and a 6%
life-of-the-loan cap.  The Bank also offers mortgage loans with balloon
features.  In general, these loans may be rolled over on the balloon date if
the customer completes a new loan application and meets all of the
underwriting criteria required of new customers.  The Bank currently has no
mortgage loans that are subject to negative amortization but may consider
introducing such loans in the future.  Negative amortization involves a
greater risk to the Bank because during a period of high interest rates the
loan principal may increase above the amount originally advanced.

   The origination of adjustable-rate residential mortgage loans, as opposed
to fixed-rate residential mortgage loans, helps reduce the Bank's exposure to
increases in interest rates.  However, adjustable-rate loans generally pose
credit risks not inherent in fixed-rate loans, primarily because as interest
rates rise, the underlying payments of the borrower rise, thereby increasing
the potential for default.  At the same time, the marketability of the
underlying property may be adversely affected.  Periodic and lifetime caps on
adjustable-rate mortgage loans help to reduce these risks but also limit the
interest rate sensitivity of such loans.

   The Bank's policy is to originate one- to four-family residential mortgage
loans in amounts up to 80% of the lower of the appraised value or the selling
price of the property securing the loan and up to 95% of the appraised value
or selling price if private mortgage insurance is obtained. Mortgage loans
originated by the Bank generally include due-on-sale clauses which provide the
Bank with the contractual right to deem the loan immediately due and payable
in the event the borrower transfers ownership of the property without the
Bank's consent.  Due-on-sale clauses are an important means of adjusting the
rates on the Bank's fixed-rate mortgage loan portfolio and the Bank has
generally exercised its rights under these clauses.

   Multifamily Lending.  The Company and the Bank originate fixed- and
adjustable-rate multifamily residential mortgage loans generally secured by
multiple unit apartment and university housing buildings located in the
Company's and Bank's primary market area.  At December 31, 1999, the
consolidated multifamily loan portfolio was $18.5 million, or 14.4% of total
gross loans.  In reaching its decision on whether to make a multifamily loan,
management considers the qualifications of the borrower as well as the
underlying property.  The factors considered include: the net operating
income of the mortgaged premises before debt service and depreciation; the
debt service ratio (the ratio of net earnings to debt service); and the ratio
of loan amount to appraised value.  Pursuant to the Company's and the Bank's
underwriting policies, an adjustable-rate multifamily mortgage loan may only
be made in an amount up to 80% of the appraised value of the underlying
property.  In addition, the Company and the Bank generally require a debt
service ratio of 1.2% to 1.5% and the personal guarantee of the borrower.
Properties securing a loan are appraised by an independent appraiser and
title insurance is required on all loans.

   When evaluating the qualifications of the borrower for a multifamily
loan, management considers the financial resources and income level of the
borrower, the borrower's experience in owning or managing similar property
and the previous lending experience with the borrower.  The Company and the
Bank's underwriting policies require that the borrower be able to demonstrate
strong management skills and the ability to maintain the property from
current rental income.  The borrower should also present evidence of the
ability to repay the mortgage and a history of making mortgage payments on a
timely basis. In making its assessment of the creditworthiness of the
borrower, management generally reviews the financial statements, employment
and credit history of the borrower, as well as other related documentation.
The largest multifamily loan at December 31, 1999 is a ten year fixed rate
loan with an outstanding balance of $5.9 million which is secured by an
apartment complex.

   Loans secured by apartment buildings and other multifamily residential
properties generally involve larger principal amounts and a greater degree of
risk than one- to four-family residential mortgage loans.  Because payments
on loans secured by multifamily properties are often dependent on successful
operation or management of the properties, repayment of such loans may be
subject to a greater extent to adverse conditions in the real estate market
or the economy.  The Company and the Bank seek to minimize these risks
through their underwriting policies, which require such loans to be qualified
at origination on the basis of the property's income and debt coverage ratio.
As part of its operating strategy, the Bank intends to increase its
multifamily lending in its primary market area.

   Commercial Real Estate Lending.  The Bank originates commercial real
estate loans that are generally secured by properties used for business
purposes such as small office buildings or a combination of residential and
retail facilities located in the Bank's primary market area.  The Bank's
underwriting procedures provide that commercial real estate loans may
generally be made in amounts up to 80% of the appraised value of the
property, subject to the Bank's current loans-to-one-borrower limit.

   These loans may be made with terms up to 30 years, fully amortized, and
are generally offered at interest rates which adjust in accordance with the
prime rate as reported in the Wall Street Journal.  The Bank's underwriting
standards and procedures are similar to those applicable to its multifamily
loans, whereby the Bank considers the net operating income of the property
and the borrower's expertise, credit history and profitability.  The Bank has
generally required that the properties securing commercial real estate loans
have debt service coverage ratios of at least 1.2% to 1.5%. The largest
commercial real estate loan in the Bank's portfolio at December 31, 1999, was
a $1.7 million, five year adjustable rate, loan which was originated in
February, 1998 and is secured by a multi tenant warehouse facility.  At
December 31, 1999, the consolidated commercial real estate loan portfolio
totaled approximately $18.2 million or 14.2% of total consolidated gross
loans.  As part of its operating strategy, the Bank intends to increase its
commercial real estate lending in its primary market area.

   Loans secured by commercial real estate properties, like multifamily
loans, usually involve larger principal amounts and, generally, the interest
rate on these loans adjusts every five years.  The Bank also offers mortgage
loans with balloon features.  In general, these loans may be rolled over on
the balloon date if the customer completes a new loan application and meets
all of the underwriting criteria required of new customers.  The Bank
currently has no mortgage loans that are subject to negative amortization but
may consider introducing such loans in the future.  Negative amortization
involves a greater risk to the Bank because during a period of high interest
rates the loan principal may increase above the amount originally advanced.

   Because payments on loans secured by commercial real estate properties
are often dependent on successful operation or management of the properties,
repayment of such loans may be subject to adverse conditions in the real
estate market or the economy.  The Bank seeks to minimize these risks through
its underwriting standards, which require such loans to be qualified on the
basis of the property's income and debt service ratio.

   Construction and Land Development Lending.  The Bank originates loans for
the acquisition and development of property to contractors and individuals in
its primary market area.  The Bank has made construction loans primarily to
finance the construction of one- to four-family, owner-occupied residential
properties and multifamily properties. These loans generally have maturities
of one year or less. Loans for the construction of one-to four-family
residences may be made in amounts up to 80% of the appraised value of the
property or up to 95% of the appraised value of the property with private
mortgage insurance.  Loans for the construction of commercial and multifamily
properties may be made in amounts up to 80% of the appraised value of the
property, subject to the Bank's current limitation on loans-to-one-borrower.
The Bank generally requires personal guarantees and may require an
irrevocable takeout commitment from a generally recognized lender for an
amount equal to or greater than the amount of the loan.  Loan proceeds are
disbursed in increments as construction progresses and as inspections
warrant.  Land development loans are determined on an individual basis, but
generally they do not exceed 70% of the actual cost or current appraised
value of the property, whichever is less.  The largest construction loan in
the Bank's portfolio at December 31, 1999 was a $531,000 loan originated in
September, 1999. The interest rate on the loan floats daily with the national
prime rate and the loan matures in March 2000.  The loan is secured by a
restaurant.  At December 31, 1999, the consolidated total of construction and
land development loans was $1.9 million, which amounted to 1.5% of the
consolidated total loan portfolio.

   Construction and land development financing is generally considered to
involve a higher degree of credit risk than long-term financing on improved,
owner-occupied real estate. Risk of loss on a construction loan is dependent
largely upon the accuracy of the initial estimate of the property's value at
completion of construction or development compared to the estimated cost
(including interest) of construction.  If the estimate of value proves to be
inaccurate, the Bank may be confronted with a project, when completed, having
a value which is insufficient to assure full repayment.

   Commercial Lending.  The Company and Bank also offer secured and unsecured
commercial business loans.  At December 31, 1999, consolidated commercial
business loans totaled $7.7 million, or 6.0% of the total loan portfolio.
Commercial business loans consist of credit lines to support fluctuations in
accounts receivable and inventory, conventional term loans, including both
"owner-occupied" and "investment" real estate loans, working capital loans,
business acquisition loans and small business loans.  The Bank's policy is to
generally make fixed-rate and variable rate commercial loans with terms of
from 1 to 5 years.  In making commercial loans, management considers primarily
the value of the collateral if the loan is secured, the financial history and
resources of the borrower, the borrower's ability to repay the loan out of net
operating income and the lending history with the borrower.  The Company's and
Bank's policies have been generally to require the personal guarantee of all
principal shareholders or partners for loans to corporations or partnerships,
and an annual personal financial statement from all guarantors.  The largest
commercial loan or commercial credit relationship consists of unsecured
commercial loans to one borrower which aggregated $1.5 million at December 31,
1999.

   As part of its overall strategy, management intends to increase the level
of commercial lending in the primary market area.  Unsecured commercial
business lending is generally considered to involve a higher degree of risk
than secured commercial and real estate lending.  Risk of loss on an unsecured
commercial business loan is dependent largely on the borrower's ability to
remain financially able to repay the loan out of ongoing operations.  If
management's estimate of the borrower's financial ability is inaccurate, the
Company or Bank may be confronted with a loss of principal on the loan.

   Consumer Lending.  The Bank has developed a consumer loan program to offer
loans on a short term basis, generally up to five years, thereby reducing its
interest rate risk exposure.  The Bank's portfolio of consumer loans includes
a combination of automobile, marine, home improvement, recreation, home
equity loans, credit cards loans and overdraft protection loans.  As of
December 31, 1999, the Bank's consumer loans amounted to $11.6 million or 9.0%
of the total loan portfolio.  Consumer loans are generally originated in the
Bank's primary market area and generally have maturities of one to five years.
Consumer loans may be collateralized by personal property or secondary
encumbrances on real estate.  Unsecured consumer loans are generally made with
a maximum maturity of 48 months.

   Consumer loans are shorter in term and generally contain higher interest
rates than residential loans.  Management believes the consumer loan market
has been helpful in improving its spread between average loan yield and costs
of funds and at the same time improving the matching of its rate sensitive
assets and liabilities.

   The underwriting standards employed by the Bank for consumer loans include
a determination of the applicant's credit history and an assessment of the
applicant's ability to meet existing obligations and payments on the proposed
loan.  The stability of the applicant's monthly income may be determined by
verification of gross monthly income from primary employment, and additionally
from any verifiable secondary income.  Creditworthiness of the applicant is of
primary consideration; however, the underwriting process also includes a
comparison of the value of the collateral in relation to the proposed loan
amount.

   Consumer loans entail greater risks than one- to four-family residential
mortgage loans, particularly consumer loans that are secured by rapidly
depreciable assets such as automobiles or that are unsecured.  In such cases,
repossessed collateral for a defaulted loan may not provide an adequate
source of repayment of the outstanding loan balance, since there is a greater
likelihood of damage, loss or depreciation of the underlying collateral.
Further, consumer loan collections are dependent on the borrower's continuing
financial stability, and therefore are more likely to be adversely affected
by job loss, divorce, illness or personal bankruptcy.  Finally, the
application of various federal and state laws, including federal bankruptcy
and insolvency laws, may limit the amount which can be recovered on such
loans in the event of a default.  At December 31, 1999, consumer loans 90
days or more delinquent totaled $1,000 or 0.01% of consumer loans.  As part
of its operating strategy, the Bank intends to increase the level of its
consumer lending in its primary market area.

   Loan Approval Procedures and Authority.  The respective Boards of
Directors authorize the lending activities of the Company and the Bank and
establish the lending policies.  The Board of Directors of the Bank has
authorized the following persons to approve loans up to the amounts
indicated:  Loans in the amount of $150,000 for secured loans and $75,000 for
unsecured loans may be approved by the President or Senior Vice President of
Lending.  One-to four-family residential mortgage loans in an amount not
exceeding the maximum amount saleable to the secondary market (such amount
currently is $257,000 may be approved by specified officers within the
lending department.  All other loan commitments or renewals must be referred
to and approved by the Bank's Loan Committee, which is made up of four
directors, the President and the Senior Vice President of Lending.

   For all loans originated, upon receipt of a completed loan application from
a prospective borrower, a credit report is ordered and certain other
information is verified by an independent credit agency.  If necessary,
additional financial information may be required.  An appraisal of real estate
intended to secure a proposed loan generally is required to be performed by an
appraiser designated and approved by the Company or Bank.  For proposed
mortgage loans, each Board annually approves independent appraisers to be used
and approves the appraisal policy. The Company's and the Bank's policies are
to obtain title and hazard insurance on all mortgage loans.  If private
mortgage insurance is required, the borrower will be required to make payments
to a mortgage impound account from which the Company or Bank makes
disbursements for property taxes and mortgage insurance.

   Loan Servicing.  The Bank also services mortgage loans for others.  Loan
servicing includes collecting and remitting loan payments, accounting for
principal and interest, making inspections as required of mortgaged premises,
contacting delinquent mortgagors, supervising foreclosures and property
dispositions in the event of unremedied defaults, making certain insurance
and tax payments on behalf of the borrowers and generally administering the
loans.  At December 31, 1999 the Bank was servicing $6.3 million of loans
for others.

   Delinquencies and Classified Assets.  Management and the Board of
Directors perform a monthly review of all delinquent loans.  The procedures
taken by management with respect to delinquencies vary depending on the
nature of the loan and period of delinquency.  The Company and the Bank
generally require that delinquent mortgage loans be reviewed and that a
written late charge notice be mailed no later than the 15th day of
delinquency.  The Company's and Bank's policies provide that telephone
contact will be attempted to ascertain the reasons for delinquency and the
prospects of repayment.  When contact is made with the borrower at any time
prior to foreclosure, management will attempt to obtain full payment or work
out a repayment schedule with the borrower to avoid foreclosure.  It is the
general policy to continue to accrue interest on all loans which are past due
unless ultimate collection of principal and interest is in doubt. Property
acquired as a result of foreclosure on a mortgage loan is classified as "real
estate owned", and is recorded at the lower of the unpaid principal balance
or fair value less costs to sell at the date of acquisition and thereafter.
Upon foreclosure, it is the Company's and Bank's policy generally to require
an appraisal of the property and, thereafter, appraisal of the property on an
annual basis and external inspections on at least a quarterly basis.

   Federal regulations and the Bank's Classification of Assets Policy require
that the Bank utilize an internal asset classification system as a means of
reporting non performing and potential problem assets.  The Bank has
incorporated the asset classifications used by the Office of Thrift
Supervision ("OTS"), the Bank's primary regulator, as part of its credit
monitoring system.  The Bank currently classifies non performing and potential
problem assets as "Substandard," "Doubtful" or "Loss" assets.  An asset is
considered Substandard if it is inadequately protected by the current net
worth and paying capacity of the obligor or of the collateral pledged, if any.
Substandard assets include those characterized by the distinct possibility
that the insured institution will sustain "some loss" if the deficiencies are
not corrected. Assets classified as Doubtful have all of the weaknesses
inherent in those classified Substandard with the added characteristic that
the weaknesses present make collection or liquidation in full, on the basis of
currently existing facts, conditions and values, highly questionable and
improbable.  Assets classified as Loss are those considered uncollectible and
of such little value that their continuance as assets without the
establishment of a specific loss reserve is not warranted.  Assets which do
not currently expose the insured institution to sufficient risk to warrant
classification in one of the aforementioned categories but possess weaknesses
are required to be designated "Watch."

   When an insured institution classifies one or more assets, or portions
thereof, as Substandard or Doubtful, it is required to establish a general
valuation allowance for loan losses in an amount deemed prudent by management.
General valuation allowances, which is a regulatory term, represent loss
allowances which have been established to recognize the inherent risk
associated with lending activities, but which, unlike specific allowances,
have not been allocated to particular problem assets.  When an insured
institution classifies one or more assets, or portions thereof, as Loss, it is
required either to establish a specific allowance for losses equal to 100% of
the amount of the asset so classified or to charge off such amount.

   A savings institution's determination as to the classification of its
assets and the amount of its valuation allowances is subject to review by the
OTS, which can order the establishment of additional general or specific loss
allowances.  The OTS, in conjunction with the other federal banking agencies,
adopted an interagency policy statement on the allowance for loan and lease
losses.  The policy statement provides guidance for financial institutions on
both the responsibilities of management for the assessment and establishment
of adequate allowances and guidance for banking agency examiners to use in
determining the adequacy of general valuation guidelines.  Generally, the
policy statement recommends that institutions have effective systems and
controls to identify, monitor and address asset quality problems; that
management has analyzed all significant factors that affect the
collectibility of the portfolio in a reasonable manner; and that management
has established acceptable allowance evaluation processes that meet the
objectives set forth in the policy statement.  As a result of declines in
local and regional real estate market values and significant losses
experienced by many financial institutions, there has been a greater level of
scrutiny by regulatory authorities of the loan portfolios of financial
institutions undertaken as part of the examination of institutions by the OTS
and the Federal Deposit Insurance Corporation ("FDIC").  While the Bank
believes that it has established an adequate allowance for loan losses, there
can be no assurance that regulators, in reviewing the Bank's loan portfolio,
will not request the Bank to materially increase at that time its allowance
for loan losses, thereby negatively affecting the Bank's financial condition
and earnings at that time.  Although management believes that, based on
information currently available, adequate specific and general loan loss
allowances have been established, actual losses are dependent upon future
events and, as such, further additions to the level of specific and general
loan loss allowances may become necessary.

   The Bank's Loan Committee reviews and classifies the Bank's loans on a
monthly basis and reports the results of its reviews to the Board of
Directors.  The Bank classifies loans in accordance with the management
guidelines described above.  At December 31, 1999, the Bank had no other real
estate as a result of foreclosure, which is generally classified as
Substandard.  At December 31, 1999, the Bank had $208,000 in assets classified
as Watch, $350,000 classified as Substandard, $116,000 classified as Doubtful,
zero classified as Loss.

   The following table sets forth delinquencies in the Bank's loan portfolio
as of the dates indicated



<TABLE>
<CAPTION>
                                              At December 31, 1999                        At December 31, 1998
                                   --------------------------------------------------------------------------------------
                                         60-89 Days          90 Days or More        60-89 Days        90 Days or More
                                   --------------------------------------------------------------------------------------
                                               Principal             Principal            Principal             Principal
                                     Number     Balance    Number     Balance   Number     Balance    Number     Balance
                                    of Loans   of Loans   of Loans   of Loans  of Loans   of Loans   of Loans   of Loans
                                   --------------------------------------------------------------------------------------
                                                        (dollars in thousands)
 <S>                                    <C>     <C>          <C>       <C>         <C>       <C>         <C>      <C>
 One- to four-family residential         3      $  41         4        $  92        7        $ 170        5     $    95
 Multifamily residential                --         --        --           --       --           --       --          --
 Commercial real estate                 --         --        --           --       --           --       --          --
 Construction and land                  --         --        --           --        1          168       --          --
 Commercial business                    --         --         1          375        1           20        1       1,363
 Consumer                                1          1         1            1        3            3        1          14
                                   --------------------------------------------------------------------------------------
    Total                                4      $  42         6      $   468       12        $ 361        7     $ 1,472
 Delinquent loans to total         ======================================================================================
    gross loans                                  0.03%                  0.36%                 0.29%                1.20%
                                   ======================================================================================
<CAPTION>
                                                                                      At December 31, 1997
                                                                       -------------------------------------------------
                                                                            60-89 Days                90 Days or More
                                                                       -------------------------------------------------
                                                                                   Principal                   Principal
                                                                         Number     Balance       Number        Balance
                                                                        of Loans   of Loans      of Loans      of Loans
                                                                       -------------------------------------------------
                                                                                       (dollars in thousands)
 <S>                                                                       <C>      <C>             <C>         <C>
 One- to four-family residential                                            5       $ 129            4          $  91
 Multifamily residential                                                   --          --           --             --
 Commercial real estate                                                     4         373           --             --
 Construction and land                                                     --          --           --             --
 Commercial business                                                       --          --            2            277
 Consumer                                                                   1           3            3             24
                                                                       -------------------------------------------------
    Total                                                                  10       $ 505            9          $ 392
 Delinquent loans to total                                             =================================================
    gross loans                                                                      0.45%                       0.35%
                                                                       =================================================
</TABLE>


   The one commercial business loan totaling $375,000 which was 90 days
or more past due at December 31, 1999 became 90 days or more delinquent during
the fourth quarter of 1998.  At December 31, 1998, the balance of this loan was
$1.36 million.  In January 1999, the borrower involved in this nonperforming
loan filed Chapter 11, or business reorganization, bankruptcy.  In the second
quarter of 1999, the reorganization plan changed to a liquidation of assets
arrangement.  The loan is secured by business assets and guaranteed by the
owner.  During 1999, the Company collected $185,000 in principal payments from
this borrower and charged off $800,000 of the loan.  The remaining balance of
the loan is $375,000, with $325,000 classified as substandard and $50,000
classified as doubtful at December 31, 1999.  The total $375,000 is considered
impaired as of December 31, 1999.  Repayment of the remaining balance is
expected from the sale of business assets of the borrower and personal assets
of the guarantor.  Company management continues to work closely with attorneys
to determine appropriate actions regarding this loan, however, the loan will
most likely remain in a workout status for several months.

   Three loans, totaling approximately $58,000 at December 31, 1999, were
delinquent greater than 90 days at both December 31, 1999 and December 31,
1998. The majority of the delinquent borrowers have been making their monthly
or periodic required payments; however, the borrowers delinquent at both
December 31, 1999 and 1998 are habitually delinquent.

   Nonaccrual and Past Due Loans.  The following table sets forth information
regarding loans contractually past due 90 days or more.  At December 31, 1999,
there were no troubled-debt restructured loans within the meaning of Statement
of Financial Accounting Standards No. 15 and no foreclosed properties
classified as real estate owned.  The one commercial business loan totaling
$375,000 was on nonaccrual at December 31, 1999.  At December 31, 1999, there
were 5 accruing loans past due 90 days or more.  The Bank continues to accrue
interest on loans which are past due unless ultimate collection of all
principal and interest is in doubt.


<TABLE>
<CAPTION>
                                                   -----------------------------------------------------------------
                                                     Dec 31,       Dec 31,      Dec 31,       Dec 31,      Sep 30,
                                                       1999          1998         1997          1996       1995 (2)
                                                   -----------------------------------------------------------------
                                                                         (dollars in thousands)
 <S>                                                <C>           <C>           <C>           <C>           <C>
 Loans contractually past due 90 days or more       $   468       $ 1,472       $  392        $  177        $  144
                                                   =================================================================
 Allowance for loan losses as a percent
   of loans (1)                                        0.55%         0.75%        0.44%         0.41%         0.30%
 Allowance for loan losses as a percent of
   non-performing loans                              150.21%        62.84%      126.79%       211.30%       160.42%
 Non-performing loans as a percent of loans (1)        0.36%         1.20%        0.35%         0.13%         0.19%
 Non-performing assets as a percent of total
   assets                                              0.30%         0.94%        0.28%         0.09%         0.13%

</TABLE>

 ---------------------------
(1) Loans include gross loans less loans in process, undisbursed loan
    proceeds and deferred loan origination fees and discounts.

(2) In November 1995, the Company and the Bank each changed their
    fiscal year end from September 30 to December 31.


   Allowance for Loan Losses.  The allowance for loan losses is established
through a provision for loan losses based on management's evaluation of the
risks inherent in the loan portfolio and the general economy.  The allowance
for loan losses is maintained at an amount management considers adequate to
cover estimated losses in loans receivable which are deemed probable and can
be estimated based on information available to management at such time.
While management believes the allowance for loan losses is sufficient to
cover losses inherent in its loan portfolio at this time, no assurances can
be given that the level of the allowance for loan losses will be sufficient
to cover future loan losses incurred or that future adjustments to the
allowance for loan losses will not be necessary if economic and other
conditions differ substantially from the economic and other conditions used
by management to determine the current level of the allowance for loan
losses.  The allowance is based upon a number of factors, including asset
classifications, economic trends, industry experience and trends, industry
and geographic concentrations, estimated collateral values, management's
assessments of the credit risk inherent in the portfolio, historical loan
loss experience, and the Bank's underwriting policies.  As of December 31,
1999 and 1998, the allowance for loan losses was 0.55% and 0.75%,
respectively, of total loans.  Management will continue to monitor and modify
the allowance for loan losses as conditions dictate.  Various regulatory
agencies, as an integral part of their examination process, periodically
review the allowance for loan losses.  These agencies may require additional
valuation allowances, based on their judgments of the information available
at the time of the examination.

   It is the policy of the Bank to charge off consumer loans when it is
determined that they are no longer collectible.  The policy for loans secured
by real estate, which comprise the bulk of the loan portfolio, is to establish
loss reserves in accordance with the loan classification process, based on
generally accepted accounting practices.  It is the Company's and Bank's
policies to obtain an appraisal on all real estate acquired through
foreclosure at the time of foreclosure.

   The following table sets forth activity in the allowance for loan losses
for the periods set forth in the table.


<TABLE>
<CAPTION>
                                          ---------------------------------------------------------------
                                              Dec 31,      Dec 31,       Dec 31,    Dec 31,    Sep 30,
                                               1999         1998          1997       1996     1995 (1)
                                          ---------------------------------------------------------------
                                                                (Dollars in thousands)
 <S>                                          <C>          <C>           <C>        <C>         <C>
 Balance at beginning of year                 $ 925        $ 497         $ 374      $ 231       $ 217
 Provision for loan losses                      573          456           156        325         132
 Charge-offs:
   One to four-family residential                --           --            --         --          --
   Multifamily residential                       --           --            --         --          --
   Commercial real estate                        --           --            --         --          --
   Construction and land                         --           --            --         --          --
   Commercial business                          800           --            20         35         102
   Consumer                                       1           36            18        151          24
                                           --------------------------------------------------------------
    Total charge-offs                           801           36            38        186         126
                                           --------------------------------------------------------------
 Recoveries:
   One- to four-family residential               --           --            --         --          --
   Multifamily residential                       --           --            --         --          --
   Commercial real estate                        --           --            --         --          --
   Construction and land                         --           --            --         --          --
   Commercial business                            5            6            --         --          --
   Consumer                                       1            2             5          4           8
                                           --------------------------------------------------------------
    Total recoveries                              6            8             5          4           8
                                           --------------------------------------------------------------
 Net charge-offs                                795           28            33        182         118
                                           --------------------------------------------------------------
 Balance at end of period                     $ 703        $ 925         $ 497      $ 374       $ 231
                                           ==============================================================
 Ratio of net charge-offs during the
   period to average loans outstanding
   during the period                           0.63%        0.02%         0.03%      0.22%       0.15%
                                           ==============================================================
</TABLE>

(1) In November 1995, the Company and the Bank each changed their
    fiscal year end from September 30 to December 31


   The following table sets forth the Bank's allocation of the allowance for
loan losses by loan category and the percent of the allocated allowance to
the total allowance for each specific loan category.  The portion of the
allowance for loan losses allocated to each loan category does not represent
the total available for future losses which may occur within the loan
category since the total allowance for loan losses is a valuation reserve
applicable to the entire loan portfolio.


<TABLE>
<CAPTION>
                             -------------------------------------------------------------------------------------
                                       Amount of Allowance and Percentage of Allowance to Total Allowance
                             -------------------------------------------------------------------------------------
                               Dec 31, 1999     Dec 31, 1998     Dec 31, 1997     Dec 31, 1996     Sep 30, 1995(1)
                              --------------   --------------   --------------   --------------    --------------
                              Amount Percent   Amount Percent   Amount Percent   Amount Percent    Amount Percent
                              ------ -------   ------ -------   ------ -------   ------ -------    ------ -------
                                                            (dollars in thousands)
 <S>                          <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>        <C>    <C>
 One- to four-
   family residential         $  74   10.53%   $  73    7.89%   $  64   12.88%   $  61   16.31%    $  31   13.42%
 Multifamily residential         20    2.84       18    1.95       20    4.02       11    2.94        27   11.69
 Commercial real estate          19    2.70       16    1.73       11    2.21       11    2.94        14    6.06
 Construction and land            2    0.28        4    0.43        4    0.81        4    1.07        --      --
 Commercial business            321   45.67      571   61.73      194   39.03      141   37.70        46   19.91
 Consumer                       267   37.98      243   26.27      204   41.05      146   39.04       113   48.92
                             -----------------------------------------------------------------------------------
                              $ 703  100.00%   $ 925  100.00%   $ 497  100.00%   $ 374  100.00%    $ 231  100.00%
                             ====================================================================================

</TABLE>


(1) In November 1995, the Company and the Bank each changed their fiscal
    year end from September 30 to December 31


Investment Activities

   Federally chartered savings institutions have the authority to invest in
various types of liquid assets, including U.S. Treasury and Agency
obligations, securities of various federal agencies, FHLB term deposits
certificates of deposit of insured banks and savings institutions, bankers'
acceptances, repurchase agreements and federal funds.  Subject to various
restrictions, federally chartered savings institutions may also invest their
assets in commercial paper, investment-grade corporate debt securities and
mutual funds whose assets conform to the investments that a federally
chartered savings institution is otherwise authorized to make directly.
Additionally, the Bank must maintain minimum levels of investments that
qualify as liquid assets under OTS regulations.  Historically, the Bank has
maintained liquid assets above the minimum OTS requirements and at a level
considered to be adequate to meet its normal daily activities.

   The investment policies of the Company and the Bank, as established by
the respective Boards of Directors, attempt to provide and maintain liquidity,
generate a favorable return on investments without incurring undue interest
rate and credit risk and complement lending activities.  The investment
policies generally limit investments to government and federal agency-backed
securities and other non-government guaranteed securities, including corporate
debt obligations, that are investment grade.  The investment policies provide
authority to invest in U.S. Treasury and U.S. Government guaranteed
securities, securities backed by federal agencies such as the Government
National Mortgage Association ("GNMA") and the Federal National
Mortgage Association ("FNMA"), FHLMC and the Federal Farm Credit Bureau,
mortgage-backed securities with maximum average maturities of 10 years which
are backed by federal agency securities, obligations of state and political
subdivisions with at least an "A" rating, term deposits purchased through the
FHLB and securities issued by mutual funds which invest in securities
consistent with the Company's or Bank's allocable investments.  The policies
generally limit investments in each category to the lesser of $5,000,000 or
50% of the Company's or Bank's equity.  The investment policies provide that
the President is authorized to execute all transactions within specified
limits which are reviewed by the Board of Directors on a monthly basis.  From
time to time the Board of Directors may authorize the President to exceed the
policy limitations.  The Bank's Asset/Liability Committee monitors compliance
with the Bank's investment policy and generally meets on a quarterly basis.

   At December 31, 1999, the Bank had $6.4 million in investment securities
consisting of $3.0 million invested in Federal agency securities, all
classified as available for sale, $1.9 million in GNMA mortgage-backed
securities and $1.0 million in FNMA mortgage-backed securities and $526,000
invested in local municipal securities.  The mortgage-backed securities and
municipal securities are all classified as held to maturity.

   The following table sets forth certain information regarding the carrying
and market value of the Company's and the Bank's short-term investments and
securities at the dates indicated.


<TABLE>
<CAPTION>
                                  --------------------------------------------------------------------
                                       Dec 31, 1999           Dec 31, 1998          Dec 31, 1997
                                  --------------------------------------------------------------------
                                   Amortized     Fair     Amortized     Fair     Amortized    Fair
                                     Cost        Value       Cost       Value       Cost      Value
                                  --------------------------------------------------------------------
                                                        (in thousands)
 <S>                                <C>        <C>         <C>        <C>         <C>       <C>
 Federated Liquid Cash Fund         $ 1,466    $ 1,466     $ 9,941    $ 9,941     $10,549   $10,549
                                  ====================================================================
 FHLB term deposits                 $    --    $    --     $    --    $    --     $    --   $    --
                                  ====================================================================
 Securities:
   Held to maturity:
    Mortgage-Backed securities      $ 2,937    $ 2,817     $ 1,000    $ 1,002     $ 1,000   $ 1,002
   Obligations of states and
     political subdivisions             526        521         977        986         300       303
                                  --------------------------------------------------------------------
      Total held to maturity          3,463      3,338       1,977      1,988       1,300     1,305
                                  --------------------------------------------------------------------
   Available for sale:
     U.S. Treasury and
      Agency obligations              3,000      2,977       1,000      1,001       1,996     1,999
                                  --------------------------------------------------------------------
       Total available for sale       3,000      2,977       1,000      1,001       1,996     1,999
                                  --------------------------------------------------------------------
       Total                        $ 6,463    $ 6,315     $ 2,977    $ 2,989     $ 3,296   $ 3,304
                                  ====================================================================
</TABLE>


  The following table sets forth certain information regarding the carrying
value, weighted average yields and contractual maturities of the Company's and
the Bank's short-term investments and securities as of December 31, 1999.


<TABLE>
<CAPTION>
                                                       At December 31, 1999
                          ---------------------------------------------------------------------------------------------------------
                                                  More than One          More than Five        More than Ten
                            One Year or Less    Year to Five Years     Years to Ten Years         Years               Total
                          ---------------------------------------------------------------------------------------------------------
                                     Weighted              Weighted              Weighted             Weighted             Weighted
                           Carrying   Average    Carrying   Average    Carrying   Average    Carrying  Average    Carrying  Average
                             Value     Yield       Value     Yield      Value      Yield      Value     Yield      Value    Yield
                          ---------------------------------------------------------------------------------------------------------
                                                      (dollars in thousands)
<S>                       <C>          <C>      <C>          <C>      <C>           <C>     <C>          <C>    <C>          <C>
Federated Liquid Cash
  Fund                    $  1,466     5.26%    $     --       --%    $    --       --%     $    --      --%    $  1,466     5.26%
                          =========================================================================================================
Securities:
 Held to maturity:
  Mortgage-Backed
   Securities                   --        --%   $     --       --%    $    --       --%     $ 2,937    6.88%    $  2,937     6.88%
  Obligations of states
   and political
   subdivisions(1)             100      4.60         426     3.74          --       --           --      --          526     3.90
 Available for sale:
  U.S. Treasury and
   Agency obligations           --        --       2,977     6.56          --       --           --      --        2,977     6.56
                          ---------------------------------------------------------------------------------------------------------
      Total securities    $    100      4.60%   $  3,403     6.21%    $    --       --%     $ 2,937    6.88%    $  6,440     6.49%
                          =========================================================================================================

</TABLE>

(1) The weighted average yields for obligations of states and political
    subdivisions were not calculated on a tax equivalent basis.

Source of Funds

   General.  Deposits, loan repayments and prepayments, proceeds from sales of
loans, cash flows generated from operations and FHLB advances are the primary
sources of the Bank's funds for use in lending, investing and for other
general purposes.

   Deposits.  The Bank offers a variety of deposit accounts with a range of
interest rates and terms.  For the fiscal year ended December 31, 1999,
average certificates of deposit were $75.2 million and were 61.6% of total
average deposits of $122.2 million.  Average deposits were $116.8 million for
the year ended December 31, 1998.  The flow of deposits is influenced
significantly by general economic conditions, changes in money market rates,
prevailing interest rates and competition.  The Bank's deposits are obtained
predominately from the areas in which its branch offices are located.  The
Bank relies primarily on customer service and long-standing relationships with
customers to attract and retain these deposits; however, market interest rates
and rates offered by competing financial institutions significantly affect the
Bank's ability to attract and retain deposits.  From time to time, the Bank
solicits certificate accounts in excess of $100,000.

   The Bank's current deposit products include savings, demand deposits, NOW
accounts, money market and certificate of deposit accounts ranging in terms
from thirty days to eight years.  Included in the Bank's certificate of
deposit accounts are certificates of deposit with balances in excess of
$100,000, and Individual Retirement Accounts ("IRAs").

   Deposits are obtained primarily from residents of Champaign County,
Illinois.  The Bank seeks to attract deposit accounts by offering a variety
of products, competitive rates and convenient locations and service hours.
The Bank uses traditional methods of advertising to attract new customers and
deposits, including radio and print media advertising. The Bank does not
generally advertise outside of its market area or utilize the services of
deposit brokers.  Management believes that an insignificant number of deposit
accounts are held by nonresidents of the Bank's primary market area.

   The Bank sets interest rates on its deposits on a weekly basis, based
upon a number of factors including:  the previous week's deposit flow; a
current survey of a selected group of competitors' rates for similar
products; external data which may influence interest rates; investment
opportunities and loan demand; and scheduled maturities.

   At December 31, 1999, the Bank had $10.6 million in certificate accounts
in amounts of $100,000 or more maturing as follows:

                                                  Amount         Weighted
      Maturity Period                         (in thousands)   Average Rate
     ----------------                             -------      ------------
Three months or less                              $ 3,709         4.94%
Over three through six months                         777         5.07%
Over six months through 12 months                   2,816         5.56%
Over 12 months                                      3,346         6.08%
                                                  -------
 Total                                           $ 10,648         5.47%
                                                  ========================


   The following table sets forth the distribution of the Bank's average
deposit accounts for the periods indicated and the weighted average interest
rates on each category presented.



<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------------------------
                                     December 31, 1999                 December 31, 1998                December 31, 1997
                               ---------------------------------------------------------------------------------------------------
                                           Percent                           Percent                           Percent
                                           of Total   Weighted               of Total   Weighted               of Total   Weighted
                                Average    Average    Average     Average    Average    Average     Average    Average    Average
                                Balance    Deposits     Rate      Balance    Deposits     Rate      Balance    Deposits    Rate
                                -------    ---------  --------    --------   ---------  --------    -------    --------  --------
                                                  (dollars in thousands)
 <S>                           <C>          <C>          <C>      <C>        <C>         <C>       <C>         <C>          <C>
 Money market deposits         $  8,783       7.19%      3.03%    $  7,577     6.49%     2.92%     $  7,199      6.70%      2.47%
 Passbook deposits               15,141      12.40       2.01       14,912    12.76      2.00        15,116     14.05       2.00
 NOW and other demand deposits   15,432      12.64       1.49       14,259    12.21      1.55        14,060     13.07       1.73
 Non-interest bearing deposits    7,552       6.18       0.00        6,591     5.64      0.00         4,788      4.45       0.00
                                -------     ------                  ------   ------                 -------    ------
    Total                        46,908      38.41       1.71%      43,339    37.10      1.76%       41,163     38.27       1.76%
                                -------     ------       ====       ------   ------      ====       -------    ------       ====
 Certificates accounts
   Three months or less             347        .28       3.55%         218      .19      3.93%          198       .19       3.46%
   Over three through six months 20,260      16.59       4.93       17,637    15.10      5.38        14,048     13.06       5.31
   Over six through 12 months    13,280      10.87       4.94       13,193    11.29      5.41        14,332     13.33       5.49
   Over one to three years       28,589      23.41       5.54       31,670    27.11      5.88        28,719     26.70       5.92
   Over three to five years       7,176       5.88       6.04        5,496     4.71      6.18         5,209      4.84       5.90
   Over five to ten years         5,572       4.56       6.68        5,271     4.50      6.75         3,886      3.61       6.83
                                -------     ------                 -------   ------                 -------    ------
    Total certificates           75,224      61.59       5.39%      73,485    62.90      5.74%       66,392     61.73       5.72%
                                -------     ------       ====      -------   ------      ====       -------    ------       ====
    Total average deposits     $122,132     100.00%               $116,824   100.00%               $107,555    100.00%
                                =======     ======                 =======   ======                 =======    ======

</TABLE>


   The following table presents, by various categories, the amount of
certificate accounts outstanding at the dates indicated and the periods to
maturity of the certificate accounts outstanding at December 31, 1999.


<TABLE>
<CAPTION>
                               Period to Maturity from December 31, 1999
                          ------------------------------------------------------------
                                                                                           At         At         At
                          Less than     One to       Two to      Three to    Over Four   Dec 31,    Dec 31,    Dec 31,
                           One Year   Two Years   Three Years   Four Years     Years      1999       1998       1997
                          ---------   ---------   -----------   ----------   ---------   ------     ------     ------
                                                    (in thousands)
 <S>                       <C>        <C>           <C>           <C>         <C>       <C>        <C>        <C>
 Certificate accounts:
   0 to 4.00%              $   303    $    --       $    --       $    --     $    --   $   303    $   322    $   156
   4.01% to 5.00%           24,317      2,851           453            --          --    27,621     13,613      1,730
   5.01% to 6.00%           18,901      3,848         2,297         1,682         327    27,055     46,757     46,685
   6.01% to 7.00%            2,758     10,118            87         1,202       5,089    19,254     14,800     21,748
   7.01% to 8.00%               --         --            --            --         100       100        100        142
                           ------------------------------------------------------------------------------------------
    Total                  $46,279    $16,817       $ 2,837       $ 2,884     $ 5,516   $74,333    $75,592    $70,461
                           ==========================================================================================

</TABLE>


   At December 31, 1999, the Bank had $8.0 million in advances from the FHLB
and had no other borrowings.  The Bank may obtain advances from the FHLB as
part of its operating strategy.  The maximum amount that the FHLB will advance
to member institutions, including the Bank, fluctuates from time to time in
accordance with the policies of the OTS and the FHLB.  FHLB advances at
December 31, 1999 was comprised of three advances: $2.00 million at 5.31%
maturing in 2000, $5.00 million at 4.30% maturing in 2008, and $1.00 million at
5.50% maturing in 2004.  The $5.00 million advance is callable by the FHLB
beginning in 2001 and the $1.00 million advance is callable by the FHLB
beginning in October, 2000.

   At December 31, 1998, the Company had $2.0 million in short-term borrowings
which was comprised of a loan sold under a repurchase agreement.  During 1999,
this short-term borrowing was repaid.  The obligation was secured by a
multifamily residential mortgage loan and the rate on the agreement at December
31, 1998 was 6.0%.

   The following table sets forth certain information regarding the Company's
and Bank's borrowed funds at or for the periods ended on the dates indicated:



<TABLE>
<CAPTION>

                                          At or for the Year         At or for the Year              At or for the Year
                                          Ended December 31,         Ended December 31,              Ended December 31,
                                         -------------------       -------------------------        -------------------

                                                 1999                         1998                          1997
                                                 ----                         ----                          ----
 <S>                                            <C>                         <C>                           <C>
 Loans sold under repurchase agreement:
   Average balance outstanding                  $ 1,422                     $1,167                        $   --
                                                =======                     ======                        ======
   Maximum amount outstanding at any
    month-end during the period                 $ 2,500                     $2,000                        $   --
                                                =======                     ======                        ======
   Balance outstanding at end of period         $    --                     $2,000                        $   --
                                                =======                     ======                        ======
   Weighted average interest rate
    during the period                              6.19%                      5.83%                           --%
                                                =======                     ======                        ======
   Weighted average interest rate
    at end of period                                 --%                      6.00%                           --%
                                                =======                     ======                        ======


 FHLB advances:
   Average balance outstanding                  $ 7,234                     $1,776                        $   --
                                                =======                     ======                        ======
   Maximum amount outstanding at any
    month-end during the period                 $ 8,000                     $7,000                        $   --
                                                =======                     ======                        ======
   Balance outstanding at end of period         $ 8,000                     $7,000                        $   --
                                                =======                     ======                        ======
   Weighted average interest rate
    during the period                              4.69%                      4.73%                           --%
                                                =======                     ======                        ======
   Weighted average interest rate
    at end of period                               4.70%                      4.59%                           --%
                                                =======                     ======                        ======
</TABLE>


Competition

   The Bank faces significant competition both in making loans and in
attracting deposits.  The Bank's competitors are the financial institutions
operating in its primary market area, many of which are significantly larger
and have greater financial resources than the Bank.  The Bank's competition
for loans comes principally from commercial banks, savings and loan
associations, mortgage banking companies, credit unions and insurance
companies.  Its most direct competition for deposits has historically come
from savings and loan associations and commercial banks. In addition, the Bank
faces increasing competition for deposits from nonbank institutions such as
brokerage firms and insurance companies in such areas as short-term money
market funds, corporate and government securities funds, mutual funds and
annuities.  Competition may also increase as a result of the lifting of
restrictions on the interstate operations of financial institutions.

   The Bank serves its market area with a variety of residential loan
products and other retail financial services.  Management considers the
Bank's reputation for financial strength and competitive deposit and loan
products as its major competitive advantage in attracting and retaining
customers in its market area.

Personnel

   As of December 31, 1999, the Company, including the Bank and PASC, had 57
full-time employees and 26 part-time employees.  The employees are not
represented by a collective bargaining unit, and the Company considers its
relationship with its employees to be good.

                  INFORMATION REGARDING SUBSIDIARY ACTIVITIES

Description of Business

   The Bank's wholly-owned subsidiary, PASC, is currently engaged on an
agency basis in brokerage services through a third-party broker dealer, Scout
Brokerage Services, Inc. and in the sale of tax-deferred annuity products,
primarily to customers of the Bank and members of the local community.  In
September 1997, PASC formed the GTPS Insurance Agency ("Agency") to provide
insurance related products to customers.  The Agency sells a variety of
insurance products to both individuals and businesses, including life, health,
automobile, property and casualty insurance.  The revenue generated by PASC is
dependent upon maintaining relationships with the current insurance and
brokerage providers.  As of December 31, 1999 and 1998, PASC had total assets
of $835,000 and $1,055,000, respectively.  For the year ended December 31,
1999, PASC had total revenues of $777,000 which was 6.1% of total consolidated
revenues (prior to the elimination on a consolidated basis of inter-company
transactions) and net income of $73,000, which was 11.3% of total consolidated
net income.  For the year ended December 31, 1998, PASC had total revenues of
$625,000 which was 5.0% of total consolidated revenues and net income of
$57,000, which was 6.7% of total consolidated net income.

Competition

   PASC competes in the brokerage business primarily with local investment
brokerage offices, which are mainly branches of national firms, and with
several area banks that provide brokerage services.  Competition for brokerage
services is based on quality of service, fees charged and knowledge of
investment products offered.  The Agency mainly competes with several locally
owned insurance agencies and also with branches and agents of national
insurance companies.  Competition for insurance business is based mainly on
quality of services, including handling of claims, premiums quoted and the
availability of a broad range of products from a variety of insurance
companies.

                          REGULATION AND SUPERVISION

General

   As a savings and loan holding company, the Company is required by federal
law to file reports with, and otherwise comply with, the rules and regulations
of the Office of Thrift Supervision ("OTS").  The Bank is subject to extensive
regulation, examination and supervision by the OTS, as its primary federal
regulator, and the FDIC, as the deposit insurer.  The Bank is a member of the
Federal Home Loan Bank System and its deposit accounts are insured up to
applicable limits by the Savings Association Insurance Fund ("SAIF") managed
by the FDIC.  The Bank must file reports with the OTS and the FDIC concerning
its activities and financial condition in addition to obtaining regulatory
approvals prior to entering into certain transactions such as mergers with, or
acquisitions of, other savings institutions.  The OTS and/or the FDIC conduct
periodic examinations to test the Bank's safety and soundness and compliance
with various regulatory requirements.  This regulation and supervision
establishes a comprehensive framework of activities in which an institution
can engage and is intended primarily for the protection of the insurance fund
and depositors.  The regulatory structure also gives the regulatory
authorities extensive discretion in connection with their supervisory and
enforcement activities and examination policies, including policies with
respect to the classification of assets and the establishment of adequate loan
loss reserves for regulatory purposes.  Any change in such regulatory
requirements and policies, whether by the OTS, the FDIC or the Congress, could
have a material adverse impact on the Company, the Bank and their operations.
Certain of the regulatory requirements applicable to the Bank and to the
Company are referred to below or elsewhere herein.  The description of
statutory provisions and regulations applicable to savings institutions and
their holding companies set forth in this Form 10-KSB does not purport to be a
complete description of such statutes and regulations and their effects on
the Bank and the Company.

Holding Company Regulation

The Company is a nondiversified unitary savings and loan holding company
within the meaning of federal law.  Under prior law, a unitary savings and loan
holding company, such as the Company was not generally restricted as to the
types of business activities in which it may engage, provided that the Bank
continued to be a qualified thrift lender.  See "Federal Savings Institution
Regulation - QTL Test."  The Gramm-Leach-Bliley Act of 1999 provides that no
company may acquire control of a savings association after May 4, 1999 unless
it engages only in the financial activities permitted for financial holding
companies under the law or for multiple savings and loan holding companies as
described below.  Further, the Gramm-Leach-Bliley Act specifies that existing
savings and loan holding companies may only engage in such activities.  The
Gramm-Leach-Bliley Act, however, grandfathered the unrestricted authority for
activities with respect to unitary savings and loan holding companies existing
prior to May 4, 1999, such as the Company, so long as the Bank continues to
comply with the QTL Test.  Upon any non-supervisory acquisition by the Company
of another savings institution or savings bank that meets the qualified thrift
lender test and is deemed to be a savings institution by the OTS, the Company
would become a multiple savings and loan holding company (if the acquired
institution is held as a separate subsidiary) and would generally be limited to
activities permissible for bank holding companies under Section 4(c)(8) of the
Bank Holding Company Act, subject to the prior approval of the OTS, and certain
activities authorized by OTS regulation.

A savings and loan holding company is prohibited from, directly or
indirectly, acquiring more than 5% of the voting stock of another savings
institution or savings and loan holding company, without prior written approval
of the OTS and from acquiring or retaining control of a depository institution
that is not insured by the FDIC.  In evaluating applications by holding
companies to acquire savings institutions, the OTS considers the financial and
managerial resources and future prospects of the company and institution
involved, the effect of the acquisition on the risk to the deposit insurance
funds, the convenience and needs of the community and competitive factors.

The OTS may not approve any acquisition that would result in a multiple
savings and loan holding company controlling savings institutions in more than
one state, subject to two exceptions:  (i) the approval of interstate
supervisory acquisitions by savings and loan holding companies and (ii) the
acquisition of a savings institution in another state if the laws of the state
of the target savings institution specifically permit such acquisitions.  The
states vary in the extent to which they permit interstate savings and loan
holding company acquisitions.

Although savings and loan holding companies are not subject to specific
capital requirements or specific restrictions on the payment of dividends or
other capital distributions, federal regulations  do prescribe such
restrictions on subsidiary savings institutions as described below. The Bank
must notify the OTS 30 days before declaring any dividend to the Company.  In
addition, the financial impact of a holding company on its subsidiary
institution is a matter that is evaluated by the OTS and the agency has
authority to order cessation of activities or divestiture of subsidiaries
deemed to pose a threat to the safety and soundness of the institution.


Federal Savings Institution Regulation

   Business Activities.  The activities of federal savings institutions are
governed by federal law and regulations.  These laws and regulations delineate
the nature and extent of the activities in which federal associations may
engage.  In particular, many types of lending authority for federal
association, e.g. commercial, non-residential real property loans and consumer
loans, are limited to a specified percentage of the institution's capital or
assets.

   Capital Requirements.  The OTS capital regulations require savings
institutions to meet three minimum capital standards:  a 1.5% tangible
capital ratio, a 3% leverage ratio and an 8% risk-based capital ratio.  In
addition, the prompt corrective action standards discussed below also
establish, in effect, a minimum 2% tangible capital standard, a 4%
leverage ratio (3% for institutions receiving the highest rating on the CAMEL
financial institution rating system), and, together with the risk-based
capital standard itself, a 4% Tier I risk-based capital standard. The OTS
regulations also require that, in meeting the tangible, leverage and
risk-based capital standards, institutions must generally deduct investments
in and loans to subsidiaries engaged in activities as principal that are not
permissible for a national bank.

   The risk-based capital standard for savings institutions requires the
maintenance of Tier I (core) and total capital (which is defined as core
capital and supplementary capital) to risk-weighted assets of at least 4% and
8%, respectively.  In determining the amount of risk-weighted assets, all
assets, including certain off-balance sheet assets, are multiplied by a
risk-weight factor of 0% to 100%, assigned by the OTS capital regulation based
on the risks believed inherent in the type of asset.  Core (Tier 1) capital is
defined as common stockholders' equity (including retained earnings), certain
noncumulative perpetual preferred stock and related  surplus, and minority
interests in equity accounts of consolidated subsidiaries less intangibles
other than certain mortgage servicing rights and credit card relationships.
The components of supplementary capital currently include cumulative preferred
stock, long-term perpetual preferred stock, mandatory convertible securities,
subordinated debt and intermediate preferred stock, the allowance for loan and
lease losses limited to a maximum of 1.25% of risk-weighted assets and up to
45% of unrealized gains on available-for-sale equity securities with readily
determinable fair values.  Overall, the amount of supplementary capital
included as part of total capital cannot exceed 100% of core capital.

   The capital regulations also incorporate an interest rate risk component.
Savings institutions with "above normal" interest rate risk exposure are
subject to a deduction from total capital for purposes of calculating their
risk-based capital requirements.  From the present time, the OTS has deferred
implementation of the interest rate risk component.  At December 31, 1999 the
Bank met each of its capital requirements.

   The following table presents the Bank's capital position at December 31,
1999.

                                                            Capital
                                          Excess     --------------------
                 Actual    Required    (Deficiency)    Actual    Required
                 --------------------------------------------------------
                                                 (in thousands)

Tangible       $   9,775   $  2,156    $  7,603        6.82%      1.50%

Core
(Leverage)         9,775      4,345       5,430        6.82%      3.00%


Risk-based        10,420      6,863       3,557       12.15%      8.00%


   Prompt Corrective Regulatory Action.  The OTS is required to take certain
supervisory actions against undercapitalized institutions, the severity of
which depends upon the institution's degree of undercapitalization.
Generally, a savings institution that has a ratio of total capital to risk
weighted assets of less than 8%, a ratio of Tier 1 (core) capital to risk-
weighted assets of less than 4% or a ratio of core capital to total assets of
less than 4% (3% or less for institutions with the highest examination rating)
is considered to be "undercapitalized."  A savings institution that has a
total risk-based capital ratio less than 6%, a Tier 1 capital ratio of less
than 3% or a leverage ratio that is less than 3% is considered to be
"significantly undercapitalized" and a savings institution that has a tangible
capital to assets ratio equal to or less than 2% is deemed to be "critically
undercapitalized."  Subject to a narrow exception, the OTS is required to
appoint a receiver or conservator for an institution that is "critically
undercapitalized."  The regulation also provides that a capital restoration
plan must be filed with the OTS within 45 days of the date a savings
institution receives notice that it is  "undercapitalized," "significantly
undercapitalized," or "critically undercapitalized."  Compliance with the plan
must be guaranteed by any parent holding company.  In addition, numerous
mandatory supervisory actions become immediately applicable to an
undercapitalized institution, including, but not limited to, increased
monitoring by regulators and restriction on growth, capital distributions and
expansion.  The OTS could also take any one of a number of discretionary
supervisory actions, including the issuance of a capital directive and the
replacement of senior executive officers and directors.

   Insurance of Deposit Accounts.  Deposits of the Bank are presently insured
by the SAIF. The FDIC maintains a risk-based assessment system by which
institutions are assigned to one of three categories based on their
capitalization and one of three subcategories based on examination ratings and
other supervisory information.  An institution's assessment rate depends upon
the categories to which it is assigned.  Assessment rates for SAIF member
institutions are determined semiannually by the FDIC and currently range from
zero basis points for the healthiest institutions to 27 basis points for the
riskiest.

 In addition to the assessment for deposit insurance, institutions are
required to make payments on bonds issued in the late 1980s by the Financing
Corporation ("FICO") to recapitalize the predecessor to the SAIF.  During 1999,
FICO payments for SAIF members approximated 6.1 basis points, while Bank
Insurance Fund ("BIF") members paid 1.2 basis points.  By law, there is equal
sharing of FICO payments between SAIF and BIF members beginning on January 1,
2000.

   The Bank's assessment rate for fiscal 1999 was 6.10 basis points and the
premium paid for this period was $71,000.  The FDIC has authority to increase
insurance assessments.  A significant increase in SAIF insurance premiums
would likely have an adverse effect on the operating expenses and results of
operations of the Bank.  Management cannot predict what insurance assessment
rates will be in the future.

   Insurance of deposits may be terminated by the FDIC upon a finding that the
institution has engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC or the OTS.  The
management of the Bank does not know of any practice, condition or violation
that might lead to termination of deposit insurance.

   Thrift Rechartering Legislation.   Legislation enacted in 1996 provided
that the BIF and SAIF were to have merged on January 1, 1999 if there were no
more savings associations as of that date.  Various proposals to eliminate the
federal savings association charter, create a uniform financial institutions
charter, abolish the OTS and restrict savings and loan holding company
activities have been introduced in Congress.  The Bank is unable
to predict whether such legislation will be enacted or the extent to which
the legislation would restrict or disrupt its operations.

   Loans to One Borrower.  Federal law provides that savings institutions are
generally subject to the limits on loans to one borrower applicable to
national banks. Generally, savings institutions may not make a loan or extend
credit to a single or related group of borrowers in excess of 15% of its
unimpaired capital and surplus.  An additional amount may be lent, equal to
10% of unimpaired capital and surplus, if secured by specified
readily-marketable collateral.  At December 31, 1999, the Bank's limit on
loans to one borrower was $1.6 million, and the Bank's largest aggregate
outstanding balance of loans to one borrower was $3.5 million.  At the time
this loan was originated, the Bank's limit on loans to one borrower exceeded
the original balance of the loan.

   QTL Test.  The HOLA requires savings institutions to meet a QTL test.
Under the test, a savings association is required to either qualify as a
"domestic building and loan association" under the Internal Revenue Code or
maintain at least 65% of its "portfolio assets" (total assets less: (i)
specified liquid assets up to 20% of total assets; (ii) intangibles, including
goodwill; and (iii) the value of property used to conduct business) in certain
"qualified thrift investments" (primarily residential mortgages and related
investments, including certain mortgage-backed securities) in at least 9
months out of each 12 month period.

   A savings institution that fails the QTL test is subject to certain
operating restrictions and may be required to convert to a bank charter.  As
of December 31, 1999, the Bank maintained 83.4% of its portfolio assets in
qualified thrift investments and, therefore, met the QTL test.  Recent
legislation has expanded the extent to which education loans, credit card
loans and small business loans may be considered "qualified thrift
investments."

   Limitation on Capital Distributions.  OTS regulations impose limitations
upon all capital distributions by a savings institution, including cash
dividends, payments to repurchase its shares and payments to shareholders of
another institution in a cash-out merger.  The rule effective in the first
quarter of 1999 established three tiers of institutions based primarily on an
institution's capital level.  An institution that exceeded all capital
requirements before and after a proposed capital distribution ("Tier 1 Bank")
and had not been advised by the OTS that it was in need of more than normal
supervision, could, after prior notice but without obtaining approval of the
OTS, make capital distributions during the calendar year equal to the greater
of (i) 100% of its net earnings to date during the calendar year plus the
amount that would reduce by one-half the excess capital over its capital
requirements at the beginning of the calendar year or (ii) 75% of its net
income for the previous four quarters.  Any additional capital distributions
required prior regulatory approval.  Effective April 1, 1999, the OTS's capital
distribution regulation changed.  Under the new regulation, an application to
and the prior approval of the OTS is required prior to any capital distribution
if the institution does not meet the criteria for "expedited treatment" of
applications under OTS regulations (i.e., generally, examination ratings in the
two top categories), the total capital distributions for the calendar year
exceed net income for that year plus the amount of retained net income for the
preceding two years, the institution would be undercapitalized following the
distribution or the distribution would otherwise be contrary to a statute,
regulation or agreement with OTS.  If an application is not required, the
institution must still provide prior notice to OTS of the capital distribution
if, like the Bank, it is a subsidiary of a holding company.  In the event the
Bank's capital fell below its regulatory requirements or the OTS notified it
that it was in need of more than normal supervision, the Bank's ability to make
capital distributions could be restricted.  In addition, the OTS could prohibit
a proposed capital distribution by any institution, which would otherwise be
permitted by the regulation, if the OTS determines that such distribution would
constitute an unsafe or unsound practice.

   Liquidity.  The Bank is required to maintain an average daily balance of
specified liquid assets equal to a monthly average of not less than a
specified percentage of its net withdrawable deposit accounts plus short-term
borrowings.  This liquidity requirement is currently 4%, but may be changed
from time to time by the OTS to any amount within the range of 4% to 10%.
Monetary penalties may be imposed for failure to meet these liquidity
requirements. The Bank's liquidity ratio for December 31, 1999 was 8.27%,
which exceeded the applicable requirements.  The Bank has never been subject
to monetary penalties for failure to meet its liquidity requirements.

   Assessments.  Savings institutions are required to pay assessments to the
OTS to fund the agency's operations.  The general assessments, paid on a
semi-annual basis, are computed upon the savings institution's total assets,
including consolidated subsidiaries, as reported in the Bank's latest
quarterly thrift financial report.  The assessments paid by the Bank for the
fiscal year ended December 31, 1999 totaled $38,000.

   Transactions with Related Parties.  The Bank's authority to engage in
transactions with "affiliates" (e.g., any company that controls or is under
common control with an institution, including the Company and its non-savings
institution subsidiaries) is limited by federal law. The aggregate amount of
covered transactions with any individual affiliate is limited to 10% of the
savings institution's capital and surplus. The aggregate amount of covered
transactions with all affiliates is limited to 20% of the savings
institution's capital and surplus.  Certain transactions with affiliates are
required to be secured by collateral in an amount and of a type described in
federal law.  The purchase of low quality assets from affiliates is generally
prohibited.  The transactions with affiliates must be on terms and under
circumstances, that are at least as favorable to the institution as those
prevailing at the time for comparable transactions with non-affiliated
companies.  In addition, savings institutions are prohibited from lending to
any affiliate that is engaged in activities that are not permissible for bank
holding companies and no savings institution may purchase the securities of
any affiliate other than a subsidiary.

   The Bank's authority to extend credit to executive officers, directors and
10% shareholders ("insiders"), as well as entities such persons control, is
also governed by federal law.  Such loans are required to be made on terms
substantially the same as those offered to unaffiliated individuals and also
not involve more than the normal risk of repayment.  Recent legislation
created an exception for loans made pursuant to a benefit or compensation
program that is widely available to all employees of the institution and does
not give preference to insiders over other employees.  The law limits both the
individual and aggregate amount of loans the Bank may make to insiders based,
in part, on the Bank's capital position and requires certain board approval
procedures to be followed.

   Enforcement. The OTS has primary enforcement responsibility over savings
institutions and has the authority to bring actions against the institution
and all institution-affiliated parties, including stockholders, and any
attorneys, appraisers and accountants who knowingly or recklessly participate
in wrongful action likely to have an adverse effect on an insured institution.
Formal enforcement action may range from the issuance of a capital directive
or cease and desist order to removal of officers and/or directors to
institution of receivership, conservatorship or termination of deposit
insurance.  Civil penalties cover a wide range of violations and can amount to
$25,000 per day, or even $1 million per day in especially egregious cases. The
FDIC has the authority to recommend to the Director of the OTS that
enforcement action be taken with respect to a particular savings institution.
If action is not taken by the Director, the FDIC has authority to take such
action under certain circumstances.  Federal law also establishes criminal
penalties for certain violations.

   Standards for Safety and Soundness.  The federal banking agencies have
adopted Interagency Guidelines prescribing Standards for Safety and Soundness.
The Guidelines set forth the safety and soundness standards that the federal
banking agencies use to identify and address problems at insured depository
institutions before capital becomes impaired. If the OTS determines that a
savings institution fails to meet any standard prescribed by the guidelines,
the OTS may require the institution to submit an acceptable plan to achieve
compliance with the standard.

Federal Home Loan Bank System

The Bank is a member of the Federal Home Loan Bank System, which consists
of 12 regional Federal Home Loan Banks.  The Federal Home Loan Bank provides a
central credit facility primarily for member institutions.  The Bank, as a
member of the Federal Home Loan Bank, is required to acquire and hold shares of
capital stock in that Federal Home Loan Bank in an amount at least equal to
1.0% of the aggregate principal amount of its unpaid residential mortgage loans
and similar obligations at the beginning of each year, or 1/20 of its advances
(borrowings) from the Federal Home Loan Bank, whichever is greater.  The Bank
was in compliance with this requirement with an investment in Federal Home Loan
Bank stock at December 31, 1999 of $767,000.

The Federal Home Loan Banks are required to provide funds for the
resolution of insolvent thrifts in the late 1980s and to contribute funds for
affordable housing programs.  These requirements could reduce the amount of
dividends that the Federal Home Loan Banks pay to their members and could also
result in the Federal Home Loan Banks imposing a higher rate of interest on
advances to their members.  If dividends were reduced, or interest on future
Federal Home Loan Bank advances increased, The Bank's net interest income would
likely also be reduced.  Recent legislation has changed the structure of the
Federal Home Loan Banks funding obligations for insolvent thrifts, revised the
capital structure of the Federal Home Loan Banks and implemented entirely
voluntary membership for Federal Home Loan Banks.  Management cannot predict
the effect that these changes may have with respect to its Federal Home Loan
Bank membership.

Federal Reserve System

The Federal Reserve Board regulations require savings institutions to
maintain non-interest earning reserves against their transaction accounts
(primarily NOW and regular checking accounts).  The regulations generally
provide that reserves be maintained against aggregate transaction accounts as
follows: for accounts aggregating $44.3 million or less (subject to adjustment
by the Federal Reserve Board) the reserve requirement is 3%; and for accounts
aggregating greater than $44.3 million, the reserve requirement is $1.329
million plus 10% (subject to adjustment by the Federal Reserve Board between 8%
and 14%) against that portion of total transaction accounts in excess of
$44.3 million.  The first $5.0 million of otherwise reservable balances
(subject to adjustments by the Federal Reserve Board) are exempted from the
reserve requirements.  The Bank complies with the foregoing requirements.

                         FEDERAL AND STATE TAXATION

Federal Taxation

   General.  The Company and the Bank report their income on a calendar year,
consolidated basis and use the accrual method of accounting, and are subject
to federal income taxation in the same manner as other corporations with some
exceptions, including particularly the Bank's reserve for bad debts discussed
below.  The following discussion of tax matters is intended only as a summary
and does not purport to be a comprehensive description of the tax rules
applicable to the Bank or the Company.  Neither the Company or the Bank have
been audited by the IRS during the last seven years, which covered the tax
years 1993-99.  For its 1999 taxable year, the Company and the Bank are
subject to a maximum federal income tax rate of 39%.

   Bad Debt Reserves.  For fiscal years beginning prior to December 31, 1995,
thrift institutions which qualified under certain definitional tests and
other conditions of the Internal Revenue Code of 1986 (the "Code") were
permitted to use certain favorable provisions to calculate their deductions
from taxable income for annual additions to their bad debt reserve.  A
reserve could be established for bad debts on qualifying real property loans
(generally secured by interests in real property improved or to be improved)
under (i) the Percentage of  Taxable Income Method (the "PTI Method") or (ii)
the Experience Method.  The reserve for nonqualifying loans was computed
using the Experience Method.

   The Small Business Job Protection Act of 1996 (the "1996 Act"), which was
enacted on August 20, 1996, repeals the reserve method of accounting for bad
debts for tax years beginning after 1995 and requires savings instituitions to
reacature (i.e., take into income) certain portions of their accumulated bad
debt reserves.  Thrift institutions eligible to be treated as "small banks"
(assets of $500 million or less) are allowed to use the Experience Method
applicable to such institutions, while thrift institutions that are treated as
large banks (assets exceeding $500 million) are required to use only the
specific charge-off method.  Thus, the PTI Method of accounting for bad debts
is no longer available for any financial institution.

   A thrift institution required to change its method of computing reserves
for bad debts will treat such change as a change in method of accounting,
initiated by the taxpayer, and having been made with the consent of the IRS.
Any Section 481(a) adjustment required to be taken into income with respect
to such change generally will be taken into income ratably over a six-taxable
year period, beginning with the first taxable year beginning after 1995,
subject to a 2-year suspension if the "residential loan requirement" is
satisfied.

   Under the residential loan requirement provision, the recapture required
by the 1996 Act will be suspended for each of two successive taxable years,
beginning with the Bank's 1996 taxable year, in which the Bank originates a
minimum of certain residential loans based upon the average of the principal
amounts of such loans made by the Bank during its six taxable years preceding
its current taxable year.

   The Bank is required to recapture (i.e., take into income) over a six year
period the excess of the balance of its tax bad debt reserves as of December
31, 1995, other than its supplemental reserve for losses on loans over the
balance of such reserves as of September 30, 1988.  As a result of such
recapture, the Bank incurred an additional tax liability of approximately
$125,000 which was taken into income beginning in 1998 over a six year
period.

   Distributions.  Under the 1996 Act, if the Bank makes "non-dividend
distributions" to the Company, such distributions will be considered to have
been made from the Bank's unrecaptured tax bad debt reserves (including the
balance of its reserves as of December 31, 1987) to the extent thereof, and
then from the Bank's supplemental reserve for losses on loans, to the extent
thereof, and an amount based on the amount distributed (but not in excess of
the amount of such reserves) will be included in the Bank's income.  Non-
dividend distributions include distributions in excess of the Bank's current
and accumulated earnings and profits, as calculated for federal income tax
purposes, distributions in redemption of stock, and distributions in partial
or complete liquidation.  Dividends paid out of the Bank's current or
accumulated earnings and profits will not be so included in the Bank's
income.

   The amount of additional taxable income triggered by a non-dividend is an
amount that, when reduced by the tax attributable to the income, is equal to
the amount of the distribution.  Thus, if the Bank makes a non-dividend
distribution to the Company, approximately one and one-half times the amount
of such distribution (but not in excess of the amount of such reserves) would
be includable in income for federal income tax purposes, assuming a 35%
federal corporate income tax rate.  The Bank does not intend to pay dividends
that would result in a recapture of any portion of its bad debt reserves.

   SAIF Recapitalization Assessment.  The Funds Act levied a 65.7-cent fee on
every $100 of thrift deposits held on March 31, 1995.  For financial
statement purposes, this assessment was reported as an expense for the
quarter ended September 30, 1996.  The Funds Act includes a provision which
states that the amount of any special assessment paid to capitalize SAIF
under this legislation is deductible under Section 162 of the Code in the
year of payment.

State and Local Taxation

   State of Illinois.  The Company files a consolidated Illinois income tax
return.  For Illinois income tax purposes, the Company is taxed at an
effective rate equal to 7.2% of Illinois Taxable Income.  For these purposes,
"Illinois Taxable Income" generally means federal taxable income, subject to
certain adjustments (including the addition of interest income on state and
municipal obligations and the exclusion of interest income on United States
Treasury obligations).  The exclusion of income on United State Treasury
obligations has the effect of reducing the Illinois taxable income of the
Bank.

   Delaware Taxation.  As a Delaware holding company not earning income in
Delaware, the Company is exempted from Delaware corporation income tax but is
required to file an annual report with and pay an annual franchise tax to the
State of Delaware.

                  EXECUTIVE OFFICERS OF THE REGISTRANT

   The following table sets forth certain information regarding the executive
officers of the Company and the Bank who are not directors or Named Executive
Officers as set forth in the Registrant's Proxy Statement for the Annual
Meeting of Shareholders to be held on April 25, 2000 at pages 5 through 9.

                       Age at
     Name             12/31/99                       Position
----------------     ----------        -------------------------------------
Jane F. Adams            42            Chief Financial Officer, Secretary,
                                       Treasurer of Great American Bancorp,
                                       Inc. since April, 1995.  Senior Vice
                                       President - Finance, Secretary,
                                       Treasurer of Bank since February,
                                       1997.  Prior thereto, Vice President -
                                       Finance, Secretary, Treasurer of Bank
                                       since April, 1995. Secretary,
                                       Treasurer of PASC since April, 1995.
                                       Prior to April, 1995, Vice President
                                       and Controller, Champaign National
                                       Bank, Champaign, Illinois since 1986.

Melinda K. Waller        40            Senior Vice President - Deposit
                                       Acquisitions of Bank since February
                                       1997.  Prior thereto Vice President -
                                       Deposit Acquisitions of Bank since
                                       1991.

Paul D. Wilson           48            Senior Vice President - Lending of
                                       Bank since November, 1995.  Prior
                                       thereto, Vice President - Senior
                                       Commercial Lending Officer, First of
                                       America Bank, N.A., Champaign,
                                       Illinois, since 1993.

Item 2.   Description of Property.

   The Bank conducts its business through an administrative office located
in Champaign and two branch offices.  The Company believes that the Bank's
current facilities are adequate to meet the present and immediately foresee
able needs of the Bank and the Company.  The following table sets forth
certain information relating to the Bank's administrative and branch offices


<TABLE>
<CAPTION>

                                                                                    Net Book Value
                                                                                    of Property or
                                                   Original                           Leasehold
                                        Leased       Date                          Improvements at
                                          or       Leased or     Date of Lease       December 31,
Location                                Owned      Acquired       Expiration             1999
                                       -------     ---------     -------------     ----------------
<S>                                    <C>         <C>             <C>               <C>
Administrative and Branch Office:
1311 South Neil Street
Champaign, Illinois                     owned      04/12/93            --            $ 5,105,000

Branch Offices:
1912 West Springfield (1)
Champaign, Illinois                    leased      12/01/79        12/01/04              182,000

301 West Springfield
Urbana, Illinois                        owned      01/27/80            --                767,000
                                                                                     -----------
                                                                      Total          $ 6,054,000
                                                                                     ===========

</TABLE>

---------------
(1) The Bank has the option to extend the lease term for three consecutive
    ten-year periods.

   The Bank presently owns electronic data processing equipment, consisting
of personal computers, printers, and item processing equipment with an
approximate net book value of $377,000.  The Bank does not provide data
processing services for other financial institutions.  In May 1998, the Bank
installed an area network and in October 1998, the Bank converted its primary
computer application to an in-house system.  The Bank previously operated its
main banking system through a third party service bureau.

Item 3.   Legal Proceedings.

   The Bank is not involved in any pending legal proceedings other than
routine legal proceedings occurring in the ordinary course of business.  Such
routine legal proceedings in the aggregate are believed by management to be
immaterial to the Company's and the Bank's financial condition or results of
operations.

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

   During the quarter ended December 31, 1999, no matters were submitted to a
vote of security holders through a solicitation of proxies or otherwise.

                            PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

   Information relating to the market for Registrant's common stock and
related stockholder matters appears under "Shareholder Information" in the
1999 Annual Report to Stockholders on pages 51 through 52 and is incorporated
herein by reference.

Item 6.   Management's Discussion and Analysis or Plan of Operation.

   The above captioned information appears under the caption "Management's
Discussion and Analysis in the 1999 Annual Report to Stockholders on pages 2
to 23 and is incorporated herein by reference.

Item 7.   Financial Statements

   The Consolidated Financial Statements of Great American Bancorp, Inc. and
its subsidiary as of December 31, 1999 and 1998, together with the report of
Olive LLP appears in the 1999 Annual Report to Stockholders on pages 24 to 50
and is incorporated herein by reference.

Item 8.   Changes In and Disagreements With Accountants on Accounting and
          Financial Disclosure

          None
                                 PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.

   The information relating to directors and executive officers of the
Registrant is incorporated herein by reference to the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 25, 2000
at pages 5 through 8, which will be filed within 120 days of the Registrant's
fiscal year end.

Item 10.  Executive Compensation

   The information relating to executive and director compensation is
incorporated herein by reference to the Registrant's Proxy Statement for the
Annual Meeting of Stockholders to be held on April 25, 2000 at pages 8
through 11, which will be filed within 120 days of the Registrant's fiscal
year end.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

   The information relating to security ownership of certain beneficial
owners and management is incorporated herein by reference to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders to be held on April
25, 2000 at pages 3 through 4, which will be filed within 120 days of the
Registrant's fiscal year end.

Item 12.  Certain Relationships and Related Transactions

   The information relating to certain relationships and related transactions
is incorporated herein by reference to the Registrant's Proxy Statement for
the Annual Meeting of Stockholders to be held on April 25, 2000 at page 11,
which will be filed within 120 days of the Registrant's fiscal year end.

Item 13.  Exhibits and Reports on Form 8-K.

     (a)       The following documents are filed as a part of this report:

          (1)    Financial Statements

          Consolidated Financial Statements of the Company are incorporated
          by reference to the following indicated pages of the 1999 Annual
          Report to Stockholders.


          Independent Auditor's Report . . . . . . . . . . . . . . . . . .24

          Consolidated Balance Sheet as of
          December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . 25

          Consolidated Statement of Income for the year
          ended December 31, 1999 and 1998  . . . . . . . . . . . . . . . 26

          Consolidated Statement of Comprehensive Income
          for the year ended December 31, 1999 and 1998 . . . . . . . . . 27

          Consolidated Statement of Stockholders' Equity for
          the year ended December 31, 1999 and 1998 . . . . . . . . . . . 28

          Consolidated Statement of Cash Flows for the year
          ended December 31, 1999 and 1998. . . . . . . . . . . . . . . . 29

          Notes to Consolidated Financial Statements  . . . . . . . . .30-50

          The remaining information appearing in the 1999 Annual Report to
          Stockholders is not deemed to be filed as part of this report,
          except as expressly provided herein.

          (2)   Schedules

          All schedules are omitted because they are not required or
          applicable, or the required information is shown in the
          consolidated financial statements or the notes thereto.

          (3) Exhibits

          The following exhibits are filed as part of this report:

3.1 Certificate of Incorporation of Great American Bancorp,
       Inc.*
          3.2    Bylaws of Great American Bancorp, Inc.*
          4.0    Stock Certificate of Great American Bancorp, Inc.*
10.1 First Federal Savings Bank of Champaign-Urbana Employee
Stock Ownership Plan*
         10.2    Form of Employment Agreement between First Federal Savings
                 Bank of Champaign-Urbana and George R. Rouse*
         10.3    Form of Employment Agreement between Great American Bancorp,
                 Inc. and George R. Rouse*
         10.4    Form of Change of Control Agreements between First Federal
                 Savings Bank of Champaign-Urbana and Jane F. Adams, Dale
                 Pelg and Melinda Waller.*
         10.5    Great American Bancorp, Inc. 1995 Incentive Plan**
         10.6    Great American Bancorp, Inc. 1995 Incentive Plan***
                 (as amended and restated as of January 13, 1997)
         11.0    Computation of earnings per share (filed herewith)
         13.0    1999 Annual Report to Stockholders (only portions
                 incorporated by reference filed herewith)
21.0 Subsidiary information is incorporated herein by reference
to "Part I - Subsidiaries"
         23.0    Consent of Independent Accountants
         27.0    Financial Data Schedule for fiscal year ended December 31,
                 1999.

__________________

            *    Incorporated herein by reference into this document from the
                 Exhibits to Form S-1, Registration Statement, as amended,
                 filed on March 24, 1995, Registration No. 33-90614.

           **    Incorporated herein by reference into this document from the
                 Registrant's Proxy Statement for the Annual Meeting of
                 Stockholders held on February 14, 1997 which was filed on
                 January 11, 1997 at Exhibit A.

          ***    Incorporated herein by reference into this document from the
                 Registrant's Report on Form 10-KSB for the fiscal year ended
                 December 31, 1997.

     (b)    Reports on Form 8-K

            None



                           SIGNATURES

   Pursuant to the requirements of Section 13 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.


                                        GREAT AMERICAN BANCORP, INC.

Date:    March 28, 2000               /s/ George R. Rouse
     -----------------------          -------------------------------
                                      George R. Rouse
                                      President, Chief Executive
                                      Officer and Director

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.

Date:    March 28, 2000               /s/ George R. Rouse
     -----------------------          -------------------------------
                                      George R. Rouse
                                      President, Chief Executive
                                      Officer and Director

Date:
     -----------------------          -------------------------------
                                      Morgan C. Powell
                                      Chairman of the Board
                                      of Directors

Date:    March 29, 2000               /s/ Clinton C. Atkins
     -----------------------          -------------------------------
                                      Clinton C. Atkins, Director

Date:    March 29, 2000               /s/ Ronald Kiddoo
     -----------------------          ------------------------
                                      Ronald Kiddoo, Director

Date:    March 28, 2000               /s/ Jack B. Troxell
     -----------------------          -------------------------------
                                      Jack B. Troxell, Director

Date:    March 28, 2000               /s/ Jane F. Adams
     -----------------------          -------------------------------
                                      Jane F. Adams
                                      Chief Financial Officer,
                                      Secretary and Treasurer
                                      (Principal Senior Accounting
                                      and Financial Officer)







                Exhibit 11.0  Computation of Earnings Per Share



Earnings per share

Earnings per share (EPS) were computed as follows
(dollar amounts in thousands except share data):

                                               Year Ended December 31, 1999
                                             -------------------------------
                                                        Weighted
                                                         Average   Per-Share
                                              Income      Shares     Amount
                                             -------------------------------
Basic Earnings Per Share

  Income available to common stockholders    $   644   1,207,068    $  0.53

Effect of Dilutive Securities
  Stock options                                              237
  Unearned incentive plan shares                          28,940

                                             -------------------------------
Diluted Earnings Per Share
  Income available to common stockholders
   and assumed conversion                    $   644   1,236,245    $  0.52
                                             ===============================


                                              Period Ended December 31, 1998
                                             -------------------------------
                                                        Weighted
                                                         Average    Per-Share
                                              Income      Shares     Amount
                                             -------------------------------
Basic Earnings Per Share
  Income available to common stockholders    $   848   1,396,800    $  0.61

Effect of Dilutive Securities
  Stock options                                           51,114
  Unearned incentive plan shares                          40,465
                                             -------------------------------
Diluted Earnings Per Share
  Income available to common stockholders
   and assumed conversion                    $   848   1,488,379    $  0.57
                                             ===============================





                  Exhibit 13.0   Annual Report to Shareholders

GREAT AMERICAN BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Table dollar amounts in thousands, except per share data)

Great American Bancorp, Inc. (the "Company") is based in east central
Illinois and is the parent company of First Federal Savings Bank of
Champaign-Urbana (the "Bank"). The Company was organized in 1995 for the
purpose of acquiring all of the capital stock of the Bank upon the Bank's
conversion from the mutual to the stock form of organization.  In 1995, the
Company sold 2,052,750 shares of common stock in an initial public offering
at $10 per share.  The Company purchased 100% of the outstanding capital
stock of the Bank using 50% of the $19.36 million in net proceeds generated
from the initial offering.

The Company originates loans and also purchases loans from the Bank, but
otherwise conducts no significant business except for through the Bank.  In
addition to traditional banking services, the Bank, through its subsidiary
Park Avenue Service Corporation ("PASC"), provides securities brokerage
services through a third-party broker-dealer, Scout Brokerage Services, Inc.,
and also engages in the sale of tax deferred annuities, and through the GTPS
Insurance Agency ("Agency") provides insurance related products to customers.
The Agency sells a variety of insurance products including life, health,
automobile, property and casualty insurance.  Refer to Note 22 - "Business
Industry Segments" of the Notes to the Consolidated Financial Statements for
financial information relating to the Company's industry segments, including
banking services and insurance/brokerage services.  All references to the
Company include the Bank and PASC, unless otherwise indicated.

Results of Operations

General

The Company recorded net income of $644,000 in 1999 which was $204,000, or
24.1%, lower than the $848,000 reported for 1998.  Basic earnings per share
declined $0.08, or 13.1%, from $0.61 in 1998 to $0.53 in 1999 and diluted
earnings per share decreased $0.05, or 8.8%, from $0.57 per share in 1998 to
$0.52 in 1999.  The return on average assets was 0.41% for 1999 compared to
0.57% for 1998 and the return on average equity was 2.86% in 1999 compared to
3.28% for 1998.

Earnings were lower in 1999 due to a reduction in net interest income of
$170,000, an increase in the provision for loan losses of $117,000, and an
increase in noninterest expenses of $350,000, offset by noninterest income
which was $230,000 higher in 1999 and income tax expense which was $200,000
lower in 1999.

Net income decreased in 1999 in large part due to a commercial loan totaling
$1.36 million which became nonperforming during the fourth quarter of 1998.
This loan was placed in non-accrual status in the first quarter of 1999.
Total interest income recorded on this loan in 1999 was $8,000 compared to
$96,000 in 1998, a decrease of $88,000.  During 1999, the Company increased
the monthly provision to the allowance for loan losses as a result of this
loan, expensing $573,000 in total for 1999 compared to $456,000 in 1998, a
difference of $117,000.  The Company also incurred legal fees totaling
$133,000 in 1999 related to this loan compared to $15,000 in 1998.  The total
reduction in pretax income associated with this nonperforming loan was
$323,000 in 1999, which represents approximately 81% of the total decrease in
income before income tax.  Total income before income tax for 1999 was $1.11
million, down $400,000, or 26.4%, from the $1.51 million recorded in 1998.

In January 1999, the borrower involved in this nonperforming loan filed
Chapter 11, or business reorganization, bankruptcy.  In the second quarter of
1999, the reorganization plan changed to a liquidation of assets arrangement.
The loan is secured by business assets and guaranteed by the owner.  During
1999, the Company collected $185,000 in principal payments on this loan and
in December 1999, the Company charged-off $800,000.  The remaining balance of
$375,000 continues as nonperforming at December 31, 1999.  Repayment of the
remaining balance is expected from the sale of business assets of the
borrower and personal assets of the guarantor.

Net income from banking services was $571,000 for the year ended December 31,
1999, a decrease of $220,000, or 27.8%, from the $791,000 recorded for the
year ended December 31, 1998.  Net income from banking services declined due
to a reduction in net interest income of $170,000, an increase in the
provision for loan losses of $117,000, and an increase in noninterest expense
of $245,000, mainly equipment expenses and attorneys fees.  Noninterest
income increased $91,000 in 1999, primarily services charges on deposit
accounts.  Income tax expense related to banking services was $218,000 lower
in 1999.

Net income from insurance/brokerage services increased $16,000, from $57,000
in 1998 to $73,000 in 1999.  Total commission income increased $152,000, or
24.3% from $625,000 in 1998 to $777,000 in 1999.  Noninterest expenses
related to insurance/brokerage services increased $119,000, from $530,000 in
1998 to $649,000 in 1999, primarily salaries and benefits expense.  Income
tax expense associated with insurance/brokerage services increased $17,000 in
1999.

Net Interest Income

Net interest income was $5.71 million in 1999, a decrease of $170,000, or
2.9% from the $5.88 million recorded for 1998.

Interest Income - Interest income was $11.02 million in both 1999 and 1998.
Interest income from loans receivable totaled $10.16 million in 1999, a
slight decrease from the $10.18 million reported for 1998.  Interest income
from investment securities increased $57,000, from $233,000 in 1998 to
$290,000 in 1999.  Interest income from deposits with financial institutions
and other institutions, which includes interest generated from interest-
bearing demand deposits, interest on balances maintained in the Federated
Liquid Cash Fund and dividends received on Federal Home Loan Bank ("FHLB")
stock decreased from $602,000 in 1998 to $578,000 in 1999.

Interest income from loans receivable decreased in 1999 primarily due to the
$1.36 million commercial loan becoming nonperforming during the fourth
quarter of 1998.  Total interest income recorded on this loan in 1999 was
$8,000 compared to $96,000 in 1998, a decrease of $88,000.  Without this
nonperforming loan, interest income from loans receivable would have
increased due to growth in average total loans.  The average balance of total
loans increased from $119.49 million in 1998 to $124.90 million in 1999, an
increase of $5.41 million, or 4.5%.  The following schedule compares average
total loan balances by major categories:

                                 Average     Average
                                 Balance     Balance              Percentage
                                  1999        1998       Change     Change
----------------------------------------------------------------------------
One-to four-family
  mortgage loans                $ 68,449    $ 61,830    $ 6,619      10.7%
Multi-family mortgage loans       18,482      17,250      1,232       7.1
Commercial mortgage loans         16,064      14,051      2,013      14.3
Construction loans                 2,957       3,001        (44)      1.5
----------------------------------------------------------------------------
  Total real estate loans        105,952      96,132      9,820      10.2
Commercial loans                   8,890      12,089     (3,199)    (26.5)
Consumer loans                    11,237      11,827       (590)     (5.0)
----------------------------------------------------------------------------
  Total loans                    126,079     120,048      6,031       5.0
Allowance for loan losses         (1,181)       (562)      (619)    110.1
----------------------------------------------------------------------------
  Total loans, net              $124,898    $119,486    $ 5,412       4.5%
============================================================================

The growth in average total real estate loans occurred mainly as a result of
declining mortgage interest rates during the latter half of 1998, with stable
to slowly rising interest rates during 1999.  Average total commercial loans
declined due to the payoff of one large loan totaling $2.42 million in
November, 1998, payoffs of several smaller loans during 1999 and the charge-
off totaling $800,000 in December, 1999.  Average total consumer loans
declined due to account payoffs exceeding loan originations during 1999.

Interest income earned on deposits with financial institutions and other
institutions, which includes Federated Liquid Cash Fund interest, declined in
1999 mainly due to a decrease in short-term interest rates during 1998 which
remained stable for most of 1999.  The average total balance of interest-
bearing demand deposits increased $760,000, from $4.18 million in 1998 to
$4.94 million in 1999.  The interest-bearing demand deposits maintained by
the Company during 1999 and 1998 were chiefly deposits used for short-term
cash needs and were primarily maintained at the FHLB.  The Federated Liquid
Cash Fund is used for depositing funds that may be required in the short-
term.  The average balances of the Federated Liquid Cash Fund was $7.37
million in 1999, $120,000 less than the $7.49 million maintained in 1998.

Average total investment securities were $3.95 million in 1999, an increase
of $760,000 from the average $3.19 million maintained during 1998.  This
growth was the primary reason for the increase in interest income from
investment securities in 1999.  The securities held during 1999 included
Federal agency and local municipal securities with maturities ranging from
two to three years and mortgage backed securities with maturities ranging
from twenty to thirty years.  The securities held during 1998 included
primarily Federal agency and local municipal securities with maturities
ranging from two to three years.

The average yield on interest-earning assets decreased from 8.16% in 1998 to
7.77% in 1999, primarily due to a reduction in the yield on average loans
from 8.52% in 1998 to 8.13% in 1999.  The reduction in the loan yield
resulted from declining interest rates during the latter half of 1998 which
then stabilized during the first half of 1999 before slowly rising in the
latter part of 1999.  Also, the average total balances of commercial and
consumer loans declined in 1999, while average total one-to four-family,
multi-family, and commercial mortgage loans increased.  Interest rates on
commercial and consumer loans typically are higher than rates on mortgage
loans.

Interest Expense - Interest expense increased from $5.14 million in 1998 to
$5.32 million in 1999, an increase of $180,000, or 3.5%, due mainly to higher
interest expense on interest-bearing liabilities other than deposits.
Interest expense on deposits declined $100,000, or 2.0%, from $4.96 million
in 1998 to $4.86 million in 1999.  This decline was mainly due to a reduction
in the average rate on certificates of deposit, which dropped from 5.74% in
1998 to 5.39% in 1999.  The offering rates on a majority of the Company's
certificates dropped during the latter half of 1998 and remained flat until
the Company began increasing rates during the fourth quarter of 1999.  Also
in 1999, there was a shift out of the one to three year certificate category
to the three to six month category which tends to have lower offering rates.

The reduction in interest expense caused by lower certificates of deposit
rates was offset somewhat by growth in average total interest-bearing demand
deposits and certificates of deposit.  The following schedule compares
average total deposit balances by major categories:

                                   Average     Average
                                   Balance     Balance             Percentage
                                     1999        1998      Change    Change
-----------------------------------------------------------------------------
Insured money market deposits     $  8,783    $  7,577    $ 1,206      15.9%
Savings deposits                    15,141      14,912        229       1.5
NOW and other demand deposits       15,432      14,259      1,173       8.2
-----------------------------------------------------------------------------
  Total interest-bearing
    demand deposits                 39,356      36,748      2,608       7.1
-----------------------------------------------------------------------------
Certificates of deposit:
  Three months or less                 347         218        129       5.9
  Over three through six months     20,260      17,637      2,623      14.9
  Over six through twelve months    13,280      13,193         87        .7
  Over one through three years      28,589      31,671     (3,082)     (9.7)
  Over three through five years      7,176       5,496      1,680      30.6
  Over five through ten years        5,572       5,270        302       5.7
-----------------------------------------------------------------------------
  Total certificates of deposit     75,224      73,485      1,739       2.4
-----------------------------------------------------------------------------
  Total interest-bearing
    deposits                       114,580     110,233      4,347       3.9

Noninterest-bearing
  demand deposits                    7,552       6,591        961      14.6
-----------------------------------------------------------------------------
  Total deposits                  $122,132    $116,824    $ 5,308       4.5%
=============================================================================

The growth in average total interest-bearing demand deposits and certificates
of deposit reflects continuing management strategies implemented to maintain
and grow overall deposit levels.  These strategies include promoting the
Company's Club Fed products and services.  Club Fed customers enjoy higher
interest rates on IMMA accounts and both Club Fed IMMA and Club Fed Now
customers receive enhanced services for maintaining required minimum
balances.  The average total balance of Club Fed IMMA deposits increased
$1.41 million during 1999, while average total Club Fed NOW accounts
increased $780,000.  The Company also maintained competitive rates on
certificates of deposit during 1999 in order to preserve deposit levels and
attract new customers.  Total average noninterest-bearing demand deposits
increased as a result of the Company implementing various marketing
strategies during the year to promote its free checking account, including
"shrink-wrapped" advertising on a city bus.  The average total balance in the
free checking category increased from $1.07 million in 1998 to $2.08 million
in 1999, an increase of $1.01 million, or 94.4%.

Interest expense on interest-bearing liabilities other than deposits grew
$276,000, or 150.8%, from $183,000 in 1998 to $459,000 in 1999 due to
increased levels of borrowing during 1999.  In June 1998, the Company sold
$2.0 million in loans to a related party under an agreement to repurchase in
order to meet short-term funding needs, primarily funds needed to repurchase
treasury stock.  The Company did not repay these funds until August, 1999.
In September 1998, the Company borrowed $2.0 million in non-callable FHLB
advances which mature in 2000.  The Company borrowed an additional $5.0
million in FHLB advances in October 1998 which mature in 2008, but are
callable quarterly by the FHLB beginning in 2001.  In January 1999, the
Company sold an additional $500,000 in loans under agreements to repurchase,
which was repaid in July 1999.  In October 1999, the Company borrowed an
additional $1.0 million from the FHLB, which matures in 2004, but is callable
quarterly by the FHLB beginning in October 2000.  The Company was able to
borrow funds from the FHLB at rates lower than comparable certificate of
deposit rates.

The average cost of interest-bearing liabilities decreased from 4.52% in 1998
to 4.29% in 1999, due primarily to the decline in the average rate on
certificates of deposit.  The average rate on IMMA deposits increased from
2.92% in 1998 to 3.03% in 1999 due to growth in the Club Fed IMMA category
which carries a higher rate of interest.  The average rate on savings
deposits was relatively unchanged from 1998 to 1999.  The average rate on NOW
and other demand deposits declined from 1.55% in 1998 to 1.49% in 1999 due to
the Company lowering the rate paid on these deposits in April 1998.  The rate
on loans sold under repurchase agreements increased from 5.83% in 1998 to
6.19% in 1999, due mainly to the $2.0 million agreement renewing at higher
rates during 1999.  This agreement renewed monthly.

Net interest income was $5.88 million 1998, an increase of $280,000, or 5%,
from the $5.60 million recorded for 1997.  Interest income was $11.02 million
in 1998, $860,000, or 8.5%, higher than the $10.16 million for the year ended
December 31, 1997.  The growth in interest income in 1998 was primarily due
to loan growth, offset by declines in the average balances of interest-
bearing demand deposits, the Federated Liquid Cash Fund and investment
securities.  Interest expense increased from $4.55 million in 1997 to $5.14
million in 1998, an increase of $590,000, or 13.0%.  Most of the increase in
interest expense is attributable to growth in interest-bearing deposits,
particularly certificates of deposit, and growth in borrowings.  The Company
maintained no significant borrowing arrangements during 1997.


Average Balance Sheet - The following table presents the average balance
sheet for the Company for the years ended December 31, 1999, 1998 and 1997,
the interest on interest-earning assets and interest-bearing liabilities and
the related average yield or cost.  The average balances are derived from
average daily balances.  The yields or cost are calculated by dividing income
or expense by the average balance of assets or liabilities, respectively, for
the years shown except where noted otherwise.  The yields and costs include
fees which are considered adjustments to yields.

<TABLE>
<CAPTION>
                                       Consolidated Average Balance Sheet

                                                                      Period Ended
                                     -------------------------------------------------------------------------------------
                                         December 31, 1999             December 31, 1998          December 31, 1997
                                     --------------------------    --------------------------   --------------------------
                                                       Average                      Average                       Average
                                     Average            Yield/     Average            Yield/     Average            Yield/
                                     Balance  Interest   Cost      Balance  Interest   Cost      Balance  Interest   Cost
                                     -------  -------- -------     -------  --------  ------     -------  --------  ------
<S>                                <C>         <C>      <C>      <C>         <C>     <C>       <C>         <C>     <C>
Assets
 Interest-earning assets:
  Interest-bearing demand deposits $   4,941   $   226    4.57%  $   4,179   $   206   4.93%   $   7,380   $   378   5.12%
  Federated Liquid Cash Fund           7,368       352    4.78       7,486       396   5.29       10,018       534   5.33
  Interest-bearing time deposits          --        --      --          --        --     --          855        48   5.61
  Investment securities, net (1)       3,949       239    6.05       3,192       189   5.92        5,671       347   6.12
  Loans, net (2)                     124,898    10,157    8.13     119,486    10,183   8.52      102,568     8,811   8.59
  FHLB stock                             757        51    6.74         665        44   6.62          545        37   6.79
                                  ----------------------------------------------------------------------------------------
   Total interest-earning assets     141,913    11,025    7.77%    135,008    11,018   8.16%     127,037    10,155   7.99%
Noninterest-earning assets            14,687                        14,536                        12,021
                                  ----------------------------------------------------------------------------------------
   Total assets                    $ 156,600                     $ 149,544                     $ 139,058
                                  ========================================================================================

Liabilities and Stockholders' Equity
 Interest-bearing liabilities:
  Insured money market deposits    $   8,783   $   266    3.03%  $   7,577   $   221   2.92%   $   7,199   $   178   2.47%
  Savings deposits                    15,141       304    2.01      14,912       298   2.00       15,116       303   2.00
  NOW and other demand deposits       15,432       230    1.49      14,259       221   1.55       14,060       243   1.73
  Certificates of deposit             75,224     4,056    5.39      73,485     4,218   5.74       66,392     3,794   5.72
                                  ----------------------------------------------------------------------------------------
   Total deposits                    114,580     4,856    4.24     110,233     4,958   4.50      102,767     4,518   4.40
  Loans sold under repurchase
    agreements                         1,422        88    6.19       1,167        68   5.83           --        --     --
  Federal Home Loan bank advances      7,234       339    4.69       1,776        84   4.73           --        --     --
  Other interest-bearing
    liabilities                          570        32    5.61         513        31   6.04          469        33   7.04
                                  ----------------------------------------------------------------------------------------
   Total interest-bearing
     liabilities                     123,806     5,315    4.29%    113,689     5,141   4.52%     103,236     4,551   4.41%
 Noninterest-bearing liabilities      10,239                         9,983                         6,910
                                  ----------------------------------------------------------------------------------------
   Total liabilities                 134,045                       123,672                       110,146
 Stockholders' equity                 22,555                        25,872                        28,912
                                  ----------------------------------------------------------------------------------------
   Total liabilities and
     stockholders' equity          $ 156,600                     $ 149,544                     $ 139,058
                                  ========================================================================================
Net interest rate spread (3)                   $ 5,710    3.48%              $ 5,877   3.64%               $ 5,604   3.59%
                                  ========================================================================================
Net interest margin (4)                                   4.02%                        4.35%                         4.41%
                                  ========================================================================================
Ratio of interest-earning assets to
  interest-bearing liabilities                          114.63%                      118.76%                       123.06%
                                  ========================================================================================
</TABLE

      (1)  Includes securities available for sale and unamortized discounts
           and premiums.  Municipal securities are not on a tax equivalent
           basis.
      (2)  Amount is net of deferred loan fees, loan discounts and premiums,
           loans in process, allowance for loan losses and nonperforming
           loans.
      (3)  Net interest rate spread represents the difference between the
           yield on average interest-earning assets and the cost of average
           interest-bearing liabilities.
      (4)  Net interest margin represents net interest income divided by
           average interest-earning assets.





     Rate/Volume Analysis - The following table presents the extent to which
changes in interest rates and changes in the volume of interest-earning
assets and interest-bearing liabilities have affected the Company's interest
income and expense during the periods indicated.  Information is provided in
each category with respect to (i) changes attributable to changes in volume
(changes in volume multiplied by prior rate); (ii) changes attributable to
changes in rate (change in rate multiplied by prior volume); and (iii) the
net change.  The changes attributable to the combined impact of volume and
rate have been allocated proportionately to the changes due to volume and the
changes due to rate.



</TABLE>
<TABLE>
<CAPTION>

                                              Year Ended                     Year Ended
                                           December 31, 1999              December 31, 1998
                                              Compared to                    Compared to
                                              Year Ended                     Year Ended
                                           December 31, 1998              December 31,1997
                                      --------------------------     ---------------------------
                                           Increase                       Increase
                                          (Decrease)                     (Decrease)
                                            Due to                         Due to
                                      --------------------------     ---------------------------
                                       Volume     Rate      Net       Volume     Rate      Net

                                      --------------------------     ---------------------------
<S>                                    <C>       <C>      <C>        <C>       <C>      <C>
Interest-earning assets:
  Interest-bearing demand deposits     $   36   $  (16)  $   20      $ (158)    $ (14)  $  (172)
  Federated Liquid Cash Fund               (6)     (38)     (44)       (134)       (4)     (138)
  Interest-bearing time deposits           --       --       --         (24)      (24)      (48)
  Investment securities, net               46        4       50        (147)      (11)     (158)
  Loans, net                              451     (477)     (26)      1,442       (70)    1,372
  FHLB stock                                6        1        7           8        (1)        7
                                      ----------------------------------------------------------
    Total interest-earning assets         550     (543)       7         647       216       863
                                      ----------------------------------------------------------

Interest-bearing liabilities:
  Insured money market deposits            36        9       45          10        33        43
  Savings deposits                          5        1        6          (4)       (1)       (5)
  NOW and other demand deposits            18       (9)       9           3       (25)      (22)
  Certificates of deposit                  98     (260)    (162)        407        17       424
  Loans sold under repurchase
   agreements, FHLB advances and
   other interest-bearing liabilities     288      (12)     276         160       (10)      150
                                      ----------------------------------------------------------
    Total interest-bearing
      liabilities                         443     (269)     174         470       120       590
                                      ----------------------------------------------------------
    Net change in net interest
      income                           $  107   $ (274)  $ (167)     $  177    $   96   $   273
                                      ==========================================================
</TABLE>




Provision for Loan Losses

The provision for loan losses for the year ended December 31, 1999 was
$573,000, compared to $456,000 for the year ended December 31, 1998.  The
provision for both periods reflects management's analysis of the Company's
loan portfolio based on information which is currently available to it at
such time.  In particular, management considers the level of non-performing
loans and potential problem loans.  The higher provision for 1999 reflects an
increase in the monthly provision due to the $1.36 million commercial loan
becoming nonperforming during the fourth quarter of 1998.  The provision for
1998 also included a $300,000 one-time additional provision recorded in the
fourth quarter of 1998 due to this loan.  Total charge-offs for 1999 were
$801,000 compared to $36,000 in 1998.  The 1999 charge-offs included $800,000
of the $1.36 million loan.  The remaining $1,000 charge-off in 1999 and all
of the charge-offs in 1998 were consumer loans.  While Company management
believes that the allowance for loan losses is sufficient based on
information currently available to it, no assurances can be made that future
events, conditions, or regulatory directives will not result in increased
provisions for loan losses or additions to the allowance for loan losses
which may adversely affect net income.

Noninterest Income

Noninterest income totaled $1.52 million in 1999, compared to $1.30 million
in 1998, an increase of $220,000, or 16.9%.  Insurance sales commissions
and service charges on deposit accounts were both significantly higher in
1999, which accounted for the majority of the increase in noninterest income.

Insurance sales commissions were $625,000 in 1999 compared to $490,000 in
1998, an increase of $135,000, or 27.6%.  The 1999 amount reflects an entire
year of commissions generated from the business acquired when the Agency
purchased the Cox, Lowry and Marsh Insurance Agency.  This acquisition
occurred in March, 1998, therefore, commission income for 1998 reflects only
commission income related to this acquisition for approximately 10 months.

Service charges on deposit accounts increased $84,000, or 17.4%, from
$483,000 in 1998 to $567,000 in 1999, primarily returned check charges due
partly to growth in checking accounts during 1999 and partly because the
Company increased fees for returned checks in August, 1999.  The growth in
checking accounts occurred primarily in NOW accounts, Club Fed NOW and Club
Fed IMMA accounts, and the Company's free checking product.  The free
checking account also carries a higher per check returned fee than other
checking products.  The Club Fed accounts are interest-bearing demand
accounts that include many enhanced services for customers that maintain
specified minimum balances.  Club Fed IMMA accounts also earn a higher rate
of interest compared to other IMMA accounts.

Brokerage commissions increased from $135,000 in 1998 to $152,000 in 1999,
reflecting increased brokerage activities, primarily customers investing in
mutual funds and variable annuities.

Noninterest Expenses

Total noninterest expenses increased from $5.21 million in 1998 to $5.55
million in 1999, an increase of $340,000, or 6.5%.  The majority of the
increase occurred in two categories: equipment expenses and legal and
professional fees.

Equipment expenses were $598,000 in 1999, an increase of $213,000, or 55.3%,
above the $385,000 recorded in 1998.  During 1998, the Bank purchased
computers, printers and software for a network installed in May and in
October 1998, the Bank acquired the software for the Bank's conversion to a
new in-house main operating system.  The Bank had previously operated its
main banking system through a third party service bureau.  The additional
depreciation and maintenance expense during 1999 for equipment and software
related to the network and the new in-house system was approximately
$190,000.  Additional equipment expenses in 1999 included depreciation and
maintenance for new insurance agency software installed in May 1998, new
general ledger software and optical storage software acquired in October
1998, printers purchased in February 1999, loan documentation software
purchased and installed in June 1999 and a new ATM machine purchased in
December 1999.

Legal and professional fees increased from $152,000 in 1998 to $292,000 in
1999, an increase of $140,000, or 92.1%.  During 1999, the Company incurred
legal fees totaling $133,000 relating to the $1.36 million commercial loan
which became nonperforming during the fourth quarter of 1998.

Salaries and employee benefits totaled $2.91 million in 1999 and $2.89
million in 1998.  The higher expense for 1999 primarily reflects normal
salary raises, increases in group health and dental insurance expense and the
accrual for post retirement benefits, offset by a reduction in the Employee
Stock Option Plan ("ESOP") expense.  Total salaries were $1.96 million in
1999 compared to $1.85 million in 1998, a difference of $110,000, or 5.9%.
Besides normal salary increases, 1999 salaries also include an entire year of
expense related to the additional employees added when the Agency acquired
the Cox, Lowry, Marsh Agency in March 1998.  Group health and dental
insurance expense was $33,000 higher in 1999, mainly due to an increase in
premium rates.  Post retirement benefit expense was $11,000 higher in 1999
due also to the increase in health premiums and an increase in the associated
interest cost.  ESOP expense totaled $322,000 in 1999, a decrease of
$146,000, or 31.2%, from the $468,000 recorded in 1998.  ESOP expense was
lower in 1999 due to the decline in the average price of the Company's stock.

Data processing fees declined $27,000, or 20.0%, from $135,000 in 1998 to
$108,000 in 1999 due mainly to service bureau fees which were eliminated when
the Bank converted to its new in-house system in October 1998.  Printing and
office supplies expense increased $27,000, or 10.6%, from $255,000 in 1998 to
$282,000 in 1999, due to normal supply needs.  Printing and office supplies
expense, which also includes telephone and postage expense, was also higher
in 1999 due to the additional business and employees added when the Agency
acquired the Cox, Lowry, Marsh Agency.  Marketing and advertising expenses
decreased $39,000, or 18.8%, from $208,000 in 1998 to $169,000 in 1999 due to
the cancellation of an independent advertising agency relationship in early
1999.  The Company had been paying a monthly retainer to this agency.  Other
miscellaneous expenses totaled $411,000 in 1999, an increase of $30,000, or
7.9%, above the $381,000 recorded in 1998.  Approximately half of this
increase was related to a one-time forged check loss in 1999.  Other
miscellaneous categories which were higher in 1999 include travel, meals and
entertainment, organizational dues, loan collateral repossession expenses,
and franchise taxes.


Income Tax Expense

Total income tax expense was $462,000 in 1999, compared to $663,000 in 1998.
The decrease is attributable to lower taxable income in 1998.  The effective
tax rates for the years ended December 31, 1999 and 1998 were 41.8% and
43.9%.  The effective tax rate was lower in 1999 due to a higher level of
state tax exempt interest income from qualified Federal agency securities.

Financial Condition

Total consolidated assets of the Company decreased from $157.17 million as of
December 31, 1998 to $154.31 million as of December 31, 1999, a decrease of
$2.86 million, or 1.8%.  The decline in assets occurred primarily in cash and
cash equivalents, offset by increases in investment securities and loans.

Total assets associated with banking services decreased $2.56 million, from
$156.76 million at December 31, 1998 to $154.20 million at December 31, 1999,
mainly cash and cash equivalents which declined $11.81 million, offset by an
increase in investment securities of $3.46 million and an increase in loans
of $5.98 million.  Total deposits related to banking services decreased
$173,000 and total borrowings decreased $1.0 million.  Total assets connected
to insurance/brokerage services decreased from $1.06 million at December 31,
1998 to $835,000 at December 31, 1999, primarily premiums receivable and the
excess of purchase price over fair value of assets acquired.  Total
liabilities related to insurance/brokerage services decreased $293,000 from
$556,000 at December 31, 1998 to $263,000 at December 31, 1999, mainly
premiums due insurance companies and contract payables.

Total cash and cash equivalents decreased $11.81 million, or 54.1%, from
$21.82 million at December 31, 1998 to $10.01 million at December 31, 1999.
The reduction in cash and cash equivalents during 1999 funded growth in
investment securities and loans, declines in deposits and total borrowings,
and the purchase of treasury stock.

Total investment securities increased $3.46 million, from $2.98 million at
December 31, 1998 to $6.44 million at December 31, 1999.  During 1999, the
Company purchased $6.00 million in securities: $3.0 million in mortgage-
backed securities designated as held to maturity and $3.0 in callable Federal
agency securities classified as available for sale.  Municipal securities
totaling $450,000 matured during 1999 and Federal agency securities totaling
$2.00 million were called during 1999, including $1.00 million designated as
available for sale.  Principal repayments of mortgage-backed securities
totaled $66,000 during 1999.  At December 31, 1999, the Company held $2.94
million of mortgage-backed securities with an average yield of 6.88%.  The
final maturity for mortgage-backed securities totaling $1.97 million is in
2029, while the remaining $970,000 mature in 2019.  The Company also held
$2.98 million of Federal agency securities with an average yield of 6.56%
which mature in different years from 2001 to 2003.  The Company also held
$526,000 in municipal securities with an average yield of 3.91% which mature
in 2000 and 2001.  The municipal securities are exempt from federal income
taxes.


Total net loans grew $5.98 million, or 4.9%, from $121.75 million at December
31, 1998 to $127.73 million at December 31,1999.  The following schedule
shows the balances by loan category at December 31 of each year, along with
the change and percentage change:

                               Balance       Balance
                             December 31,  December 31,            Percentage
                                 1999          1998       Change     Change
-----------------------------------------------------------------------------
One-to four-family
  mortgage loans              $  70,310    $  66,694     $  3,616       5.4%
Multi-family mortgage loans      18,492       16,956        1,536       9.1
Commercial mortgage loans        18,399       14,685        3,714      25.3
Construction loans                1,919        3,657       (1,738)    (47.5)
-----------------------------------------------------------------------------
  Total real estate loans       109,120      101,992        7,128       7.0
Commercial loans                  7,747        9,435       (1,688)    (17.9)
Consumer loans                   11,564       11,245          319       2.8
-----------------------------------------------------------------------------
  Total loans                   128,431      122,672        5,759       4.7
Allowance for loan losses          (703)        (925)         222      24.0
-----------------------------------------------------------------------------
  Total loans, net            $ 127,728    $ 121,747     $  5,981       4.9%
=============================================================================

Favorable interest rates and a stable local economy were factors in the
growth of one-to four-family, multi-family, commercial mortgage and consumer
loans.  Also, $1.02 million in constructions loans at December 31, 1998 were
refinanced as commercial mortgage loans during 1999.  An additional $644,000
of construction loans at December 31, 1998 were refinanced as one-to four-
family mortgage loans in 1999.  Commercial loans declined due to the $800,000
charge-off in the fourth quarter of 1999 and due to several smaller payoffs.

The allowance for loan losses decreased from $925,000 at December 31, 1998 to
$703,000 at December 31, 1999 due to the total provision recorded of
$573,000, offset by net charge-offs of $795,000.  The ratios of the Company's
allowance for loan losses to total loans were .55% and .75% at December 31,
1999 and 1998, respectively.  The ratios of the Company's allowance for loan
losses to total nonperforming loans were 150.2% and 62.8% at December 31,
1999 and 1998, respectively.

Company management and the Board of Directors perform ongoing reviews of the
loan portfolio in order to identify nonperforming loans and potential problem
loans and to evaluate the adequacy of the allowance for loan losses.  In
performing its reviews, management classifies nonperforming and potential
problem loans as either substandard, doubtful, loss or watch loans.  A loan
is considered substandard if it is inadequately protected by the current net
worth and paying capacity of the borrower or of the collateral pledged, if
any.  Substandard loans include those characterized by the distinct
possibility that the Company will sustain some loss if the deficiencies are
not corrected.  Loans classified as doubtful have all of the weaknesses
inherent in those classified as substandard with the added characteristic
that the weaknesses present make collection or liquidation in full, on the
basis of currently existing facts and conditions, highly questionable and
improbable.  Loans classified as loss are those considered uncollectible and
of such little value that their continuance as loans without the
establishment of a specific loss reserve is not warranted.  Loans which do
not currently expose the Company to sufficient risk to warrant classification
in one of the categories described above but possess weaknesses are
classified as watch.  The total of internally classified loans equals the sum
of nonperforming loans, which are loans past due 90 days or more and
nonaccruing loans, and potential problem loans.

Total classified loans at December 31, 1999 and 1998 are summarized as
follows:


December 31                                            1999             1998
----------------------------------------------------------------------------
Watch                                             $     208       $      324
Substandard                                             350            1,537
Doubtful                                                116              132
----------------------------------------------------------------------------
  Total classified loans                          $     674       $    1,993
============================================================================
Nonperforming                                     $     468       $    1,472
Potential problem loans                                 206              521
----------------------------------------------------------------------------
  Total classified loans                          $     674       $    1,993
============================================================================
Impaired loans                                    $     537       $    1,800
============================================================================

There were no loans considered loss as of December 31, 1999 or December 31,
1998.  Impaired loans include loans where, based on current information and
events, it is probable that the Company will be unable to collect all amounts
due according to the contractual terms of the loan agreement.  If the present
value of expected future cash flows, or in certain instances the observable
market price of the loan or the fair value of the underlying collateral, is
less than the recorded investment in the loan, then the Company recognizes an
impairment by adjusting the allowance for loan losses with a corresponding
charge to the provision for loan losses.  The allowance for impaired loans
included in the Company's allowance for loan losses was $102,000 and $419,000
at December 31, 1999 and 1998, respectively.  All loans considered impaired
at December 31, 1999 and 1998 were included in total classified loans.

Total classified assets decreased $1.32 million, or 66.1%, from $1.99 million
at December 31, 1998 to $674,000 at December 31, 1999.  This decrease is
primarily the result of the Company collecting $185,000 in principal payments
and charging off $800,000 of the $1.36 million commercial loan which became
nonperforming in the fourth quarter of 1998.  In January 1999, the borrower
involved in this nonperforming loan filed Chapter 11, or business
reorganization, bankruptcy.  In the second quarter of 1999, the
reorganization plan changed to a liquidation of assets arrangement.  The loan
is secured by business assets and guaranteed by the owner.  The remaining
balance of the loan is $375,000, with $325,000 classified as substandard and
$50,000 classified as doubtful at December 31, 1999.  The total $375,000 is
considered impaired as of December 31, 1999.  Repayment of the remaining
balance is expected from the sale of business assets of the borrower and
personal assets of the guarantor.  Company management continues to work
closely with attorneys to determine appropriate actions regarding this loan,
however, the loan will most likely remain in a workout status for several
months.  The loan remains in nonaccrual status.

Total classified assets also decreased in 1999 due to the payoff of two
commercial loans totaling $189,000.  Also, one residential loan totaling
$85,000 was removed from classified during 1999 because loan payments were
brought current.

Besides the $375,000 remaining from the $1.36 million loan, classified loans
at December 31, 1999 include loans to one commercial borrower totaling
$125,000.  These loans were also classified at December 31, 1998, with the
balance totaling $145,000 on December 31, 1998.  The borrower was current
under the terms of his loan agreements as of December 31, 1999.

Also included in classified assets at December 31, 1999 were consumer loans
to six borrowers totaling $53,000 and residential mortgage loans to seven
customers totaling $121,000.  The majority of these loans are substantially
secured and the Company anticipates that the loans will be repaid
satisfactorily either from repayment by the customer or from the sale of the
underlying collateral.

Total premises and equipment decreased $360,000 from $7.55 million at
December 31, 1998 to $7.19 million at December 31, 1999, primarily due to
depreciation expense exceeding asset acquisitions.  Fixed asset purchases
totaled $275,000 in 1999 and depreciation expense was $635,000.  In 1999,
the Company spent approximately $132,000 for hardware, installation costs,
and fees related to the Company's conversion to a new in-house data
processing system in October 1998.  These items were billed to the Company in
1999.  During 1999, the Company also acquired printers, new loan
documentation software, and replaced an ATM machine.

Other assets were $2.17 million at December 31, 1999 compared to $2.34
million at December 31, 1998, a decrease of $170,000.  The unamortized
balance of the excess of the purchase price over the tangible net assets
acquired relating to the acquisition of the Agency decreased $86,000 in 1999.
Amortization expense of $44,000 reduced this balance along with a $42,000
adjustment to the purchase price of insurance business acquired.  Premiums
receivable at the Agency decreased $83,000 from December 31, 1998 to December
31, 1999, due mainly to the Agency transferring policies to a "direct bill"
method of payment, where premiums are invoiced to the customer directly from
the insurance companies.  Income taxes receivable were $138,000 in 1999,
compared to a payable of $37,000 in 1998.  Prepaid expenses and other assets
were $125,000 lower at December 31, 1999, primarily prepaid expenses and
miscellaneous receivables.


Total deposits declined by $175,000, from $123.02 million at December 31,
1998 to $122.85 million at December 31, 1999.  The following table summarizes
the balances of deposits at December 31, 1999 and 1998, the change in the
balances and the percentage change:

                               Balance       Balance
                             December 31,  December 31,            Percentage
                                 1999          1998       Change     Change
-----------------------------------------------------------------------------
Noninterest bearing
 checking accounts            $   8,565    $   8,401     $    164       2.0%

Interest bearing:
 NOW accounts                    15,910       15,051          859       5.7
 IMMA accounts                    9,332        8,871          461       5.2
 Savings accounts                14,705       15,105         (400)     (2.7)
 Certificates of deposit         74,333       75,592       (1,259)     (1.7)
-----------------------------------------------------------------------------
  Total interest
   bearing deposits             114,280      114,619         (339)     (0.3)
-----------------------------------------------------------------------------
  Total deposits              $ 122,845    $ 123,020     $   (175)     (0.1)%
=============================================================================

Although total noninterest bearing checking accounts were relatively
unchanged from December 31, 1998 to December 31, 1999, there were
fluctuations within the specific checking products.  Total personal basic
checking accounts declined $568,000 from December 31, 1998 to December 31,
1999 and total commercial checking accounts decreased $48,000, while total
free checking accounts increased $678,000.  Free checking, a no service
charge product, was actively marketed during 1999.

The growth in NOW and IMMA accounts was primarily in the Company's Club Fed
products.  These products provide enhanced services to customers including a
higher rate of interest for maintaining required minimum balances.  Total
Club Fed NOW accounts increased by $528,000 from December 31, 1998 to
December 31, 1999, while total Club Fed IMMA accounts increased by $983,000.
Regular IMMA accounts declined $522,000 from December 31, 1998 to December
31, 1999.

Certificate of deposit categories with the largest declines from December 31,
1998 to December 31, 1999 included the six month, one year, eighteen month
and thirty month categories.  Total six month certificates of deposit dropped
$2.21 million from December 31, 1998 to December 31, 1998, one year
certificates declined $1.77 million,  eighteen month certificates decreased
$1.51 million, and thirty month certificates dropped $1.75 million.  Total
two year certificates increased $5.72 million from December 31, 1998 to
December 31, 1999, primarily due to a 21 month certificate special promotion
held in June, 1999.

Loans sold under repurchase agreements totaling $2.00 million at December 31,
1998 were repaid during 1999.  FHLB advances increased $1.0 million, from
$7.00 million at December 31, 1998 to $8.00 million at December 31, 1999 due
to an additional borrowing in October 1999.  FHLB advances at December 31,
1999 was comprised of three advances: $2.00 million at 5.31% maturing in
2000, $5.00 million at 4.30% maturing in 2008, and $1.00 million at 5.50%
maturing in 2004.  The $5.00 million advance is callable by the FHLB
beginning in 2001 and the $1.00 million advance is callable by the FHLB
beginning in October, 2000.  Proceeds from advances have provided liquidity
for investment securities, loans, treasury stock purchases and the repayment
of loans sold under repurchase agreements.

Other liabilities decreased by $310,000 from $2.00 million at December 31,
1998 to $1.69 million at December 31, 1999.  Contracts payable related to
insurance business acquired was $226,000 lower at December 31, 1999 compared
to the balance owed at December 31, 1998 and GTPS Insurance Agency premiums
due insurance companies decreased $113,000.

Total stockholders' equity decreased from $23.15 million at December 31, 1998
to $21.77 million at December 31, 1999, a decrease of $1.38 million.  This
decline resulted from net income of $644,000, plus ESOP and incentive plan
shares earned of $322,000 and $221,000, respectively, less $534,000 in
dividends declared, $2.02 million in treasury stock purchased, and $14,000
from the increase in the unrealized loss on securities available for sale.

In December 1999, the Company announced plans to repurchase an additional 5%
of the Company's common stock, net of treasury stock, or 61,186 shares.  As
of February 29, 2000, the Company had repurchased 46,800 shares.  The
repurchased shares will be held as treasury shares to be used for general
corporate purposes.

Liquidity and Capital Resources

The Company's primary sources of funds are deposits, principal and interest
payments on loans and proceeds from FHLB advances.  While maturities and
scheduled amortization of loans are predictable sources of funds, deposit
flows and mortgage prepayments are greatly influenced by general interest
rates, economic conditions, and competition.  The Bank is subject to required
minimum liquidity ratios as established by the OTS, the Bank's primary
regulator.  These ratios are based upon a percentage of deposits and short-
term borrowings.  The ratio may vary at the direction of the OTS depending
upon economic conditions and deposit flows and is currently 4%.  The Bank's
liquidity ratios were 8.27% and 15.67% at December 31, 1999 and 1998,
respectively.  The Company is not required to maintain a minimum level of
regulatory liquidity.

The primary investment activity of the Company is the origination of mortgage
loans, commercial and consumer loans, and the purchase of mortgage-backed and
Federal agency securities.  Asset acquisitions during the year ended December
31, 1999 were primarily funded by a decrease in cash and cash equivalents,
deposits, and FHLB advances.  Asset acquisitions during the year ended
December 31, 1998 were primarily funded by deposits, loans sold under
repurchase agreements, and FHLB advances.

A review of the Consolidated Statement of Cash Flows included in the
accompanying financial statements shows that the Company's cash and cash
equivalents ("cash") decreased $11.80 million during 1999 and increased $4.34
million in the year ended December 31, 1998.  Cash decreased in 1999 due to
net cash used by investing activities of $10.34 million and net cash used by
financing activities of $3.74 million, offset by net cash provided by
operating activities of $2.28 million.  Net cash used by investing activities
included $6.0 million in investment purchases, offset by proceeds from
maturing and called investment securities of $2.45 million, and the $6.55
million increase in net loans, which is primarily loan originations net of
principal repayments.  Cash used by financing activities included the $1.26
million decrease in certificates of deposit, $2.0 million decline in loans
sold under repurchase agreements, $545,000 in dividends paid, and the
purchase of treasury stock totaling $2.02 million, offset by the $1.08
million increase in noninterest-bearing, interest bearing demand and savings
deposits and $1.0 million in proceeds from FHLB advances.  Cash provided by
operating activities included net income of $644,000, plus non cash
adjustments to net income including the provision for loan losses of
$573,000, depreciation and amortization of $682,000, ESOP expense of $322,000
and incentive plan expense of $221,000.

Cash increased in the year ended December 31, 1998 due to net cash provided
by operating activities of $2.66 million and net cash provided by financing
activities of $13.34 million, offset by cash used in investing activities of
$11.66 million.  Cash provided by operating activities included net income of
$848,000, and non cash adjustments to net income including the provision for
loan losses of $456,000,  depreciation and amortization of $625,000, ESOP
compensation expense of $468,000 and incentive plan expense of $221,000.
Cash provided by financing activities included the increases in noninterest-
bearing, interest bearing demand and savings deposits of $5.91 million and
certificates of deposit of $5.13 million, proceeds from loans sold under
repurchase agreements of $2.00 million and FHLB advances of $7.00 million,
offset by cash used to pay dividends of $620,000, and the purchase of
treasury stock of $6.10 million.  Cash used in investing activities included
the $10.36 million net increase in loans, the $1.0 million purchase of
securities available for sale, $1.77 million purchase of securities held to
maturity, and the $1.05 purchase of premises and equipment, offset by
proceeds from maturing and called securities of $3.10 million.

At December 31, 1999, the Bank exceeded all of its regulatory capital
requirements with tangible capital and core capital both at $9.78 million or
6.8% of total adjusted tangible assets and risk-based capital at $10.42
million or 12.2% of total risk-weighted assets.  The required ratios are 1.5%
for tangible capital to tangible assets, 2.0% for core capital to total
adjusted tangible assets, 4.0% for core capital to adjusted total assets and
8.0% for risk-based capital to risk-weighted assets.  See the accompanying
Notes to Consolidated Financial Statements for the Bank's capital
calculations as of December 31, 1999 and 1998.

The Company's most liquid assets are cash and cash equivalents.  The level of
cash and cash equivalents is dependent on the Company's operating, financing,
lending and investing activities during any given period.  At December 31,
1999, cash and cash equivalents totaled $10.01 million.  The Company's future
short-term requirements for cash are not expected to significantly change.
However, in the event that the Company should require funds beyond its
ability to generate them internally, additional sources of funds are
available, such as FHLB advances.  With no parent company debt and sound
capital levels, the Company has several options for longer-term cash needs,
such as for future expansion and acquisitions.

Management is not aware of any current recommendations or government
proposals which if implemented would have a material effect on the Company's
liquidity, capital resources or operations.


Management of Interest Rate Risk

The principal objective of the Company's interest rate risk management
function is to evaluate the interest rate risk included in certain balance
sheet accounts, determine the level of risk appropriate given the Company's
business focus, operating environment, capital and liquidity requirements and
performance objectives, establish asset concentration guidelines and manage
the risk consistent with Board-approved guidelines.  Through such management,
the Company seeks to reduce the vulnerability of its operations to changes in
interest rates and to manage the ratio of interest rate sensitive assets to
interest rate sensitive liabilities within specified maturities or repricing
dates.  The Bank's Board of Directors has established an Asset/Liability
Committee consisting of management officers, which is responsible for
reviewing the Bank's asset/liability policies and interest rate risk
position.  Such committee generally meets on a quarterly basis, and at other
times as dictated by market conditions, and reports to the Board of Directors
after each such meeting.

The Bank's interest rate risk strategy primarily consists of: (i) emphasizing
the attraction and retention of core deposits, which tend to be a more stable
source of funding; (ii) emphasizing the origination of adjustable rate
mortgage loan products and short-term commercial loans, the origination of
which is largely dependent on the market demand for such loans; (iii) when
market conditions are favorable and in consideration of the regulatory
requirements relating to required levels of residential loans which must be
maintained by the Bank, selling fixed-rate one- to four-family mortgage
loans; and (iv) investing primarily in short-term U.S. Government securities.
As a traditional thrift lender, the Bank has a significant amount of its
earning assets invested in fixed-rate mortgages with contractual maturities
greater than one year.  At December 31, 1999, an aggregate of $62.31 million,
or 40.4% of total assets, were invested in such assets.

The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 1999 which mature or
reprice in the periods shown.  Except as stated in the table, the amount of
assets and liabilities shown which reprice or mature during a particular
period were determined in accordance with the earlier of term to repricing or
the contractual maturity

<TABLE>
<CAPTION>

 Interest Rate Sensitivity (in thousands)
 At December 31, 1999
                                                           Over One      Over Three     Over Six
                                                            Month          Months        Months
                                              Within       Through        Through        Through
                                               One          Three           Six          Twelve      Over One
                                              Month         Months         Months        Months        Year         Total
                                            --------------------------------------------------------------------------------
<S>                                         <C>           <C>             <C>          <C>          <C>            <C>
Interest-earning assets:
  Interest-bearing demand deposits          $   4,453     $     --        $     --     $     --     $      --      $   4,453
  Investment securities, net (1)                  117           34              52          106         6,898          7,207
  Loans (2)                                     3,249        6,077           5,591        6,668       106,143        127,728
                                            --------------------------------------------------------------------------------
    Total interest-earning assets           $   7,819     $  6,111        $  5,643     $  6,774     $ 113,041      $ 139,388
                                            ================================================================================
Interest-bearing liabilities:
  NOW, savings and insured
    money market deposits                   $  39,947     $     --        $     --     $     --     $      --      $  39,947
  Certificates of deposit                       8,896        9,662           9,043       18,678        28,054         74,333
                                            --------------------------------------------------------------------------------
    Total interest-bearing deposits            48,843        9,662           9,043       18,678        28,054        114,280
  FHLB advances and other
    interest-bearing liabilities (3)               --           --              --        3,000         5,611          8,611
                                            --------------------------------------------------------------------------------
    Total interest-bearing liabilities         48,843        9,662           9,043       21,678        33,665        122,891
                                            --------------------------------------------------------------------------------
Excess (deficiency) of interest-earning
  assets over interest-bearing liabilities  $ (41,024)    $ (3,551)       $ (3,400)    $(14,904)    $  79,376      $  16,497
                                            ================================================================================
Cumulative excess (deficiency) of
  interest-earning assets over interest-
  bearing liabilities                       $ (41,024)    $(44,575)       $(47,975)    $(62,879)    $  16,497      $  16,497
                                            ================================================================================
Cumulative interest-earning assets
 divided by interest-bearing liabilities          .16          .24             .29          .30          1.13           1.13
                                            ================================================================================
</TABLE>

(1) Includes FHLB stock and reflects repricing, contractual maturity or
    anticipated call date.
(2) Loans are placed in the various interest-sensitive periods based on
    historical prepayment tendencies as well as contractual terms.
(3) FHLB advances reflect contractual maturity or anticipated call date

The Company tends to be liability sensitive due to the levels of short-term
NOW, savings and insured money market deposits maintained.  However, the
effect of rate increases on these deposits, which are mainly core retail
deposits, tends to lag behind the change in market rates.  This lag generally
lessens the negative impact on net interest income during a period of rising
interest rates.  Based on the information provided in the table, assuming no
management intervention, the effect of an increase in interest rates of 100
basis points would reduce annualized net interest income by approximately
$410,000 in the one month category or approximately $446,000 in the three
month category.  A decrease in interest rates would have the opposite effect.

Management believes that the assumptions used to evaluate interest rate
sensitivity approximate actual experience and considers this method a
reasonable tool; however, the interest rate sensitivity of the Company's
assets and liabilities and the estimated effects of changes in interest rates
on net interest income could vary substantially if different assumptions were
used or actual experience differs from the historical experiences on which
these assumptions were based.

Year 2000 Compliance

An important business issue emerged during 1998 and 1999 regarding how
existing computer application software programs and operating systems would
be able to accommodate the change to the year 2000.  Many existing
application software products were designed to accommodate only two digits.
If not corrected, many computer applications and systems may have failed or
created erroneous results by or at the Year 2000.

As of the report date, the Company's operations have not experienced any
problems or adverse reactions to the Year 2000 changeover.  The Company's
Board of Directors had approved a Year 2000 readiness plan in early 1998,
which included the appointment of a Year 2000 compliance officer.  This
compliance officer spent the majority of 1998 identifying and evaluating
areas that could be affected by the century date change and preparing for the
Company's conversion of its primary software applications.  In October, 1998,
the Company converted from a service bureau environment to a new in-house
system which processes all customer transactions and maintains balances and
history for all loan and deposit customers.  The new software vendor provided
written assurances that its software was year 2000 compliant.  During 1999,
the Year 2000 compliance officer tested this new software program and also
tested other software programs for Year 2000 compatibility, including the
Company's area network, wire transfer software and modem connections, check
processing and ATM software and payroll, accounts payable and general ledger
software.

So far, the Company has not been indirectly affected by the Year 2000
changeover of its customers, significant suppliers and other vendors,
including those vendors that provide non-information and technology systems.
In the event that any of the Company's major customers, significant suppliers
or other vendors did not have a successful Year 2000 conversion, the
Company's business or operations could be adversely affected.  The Company
has prepared a contingency plan in the event that there are system
interruptions.  As part of the contingency plan, the Company intends to
engage in alternative suppliers or other vendors if its current significant
suppliers or vendors fail to meet Year 2000 operating requirements.  There

can be no assurances, however, that such plan or the performances by any of
the Company's suppliers and vendors will be effective to remedy all potential
problems.

The Company's direct expenses to date (other than the salary of Company
employees involved in Year 2000 testing and compliance) have been less than
$50,000.

Current Accounting Issues

During 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities."  This Statement requires companies to record derivatives on the
balance sheet at their fair value.  Statement No. 133 also acknowledges that
the method of recording a gain or loss depends on the use of the derivative.

The new Statement applies to all entities.  If hedge accounting is elected
by the entity, the method of assessing the effectiveness of the hedging
derivative and the measurement approach of determining the hedge's
ineffectiveness must be established at the inception of the hedge.

Statement No. 133 amends Statement No. 52 and supercedes Statements No. 80,
105 and 119.  Statement No. 107 is amended to include the disclosure
provisions about the concentrations of credit risk from Statement No. 105.
Several Emerging Issues Task Force consensuses are also changed or modified
by the provisions of Statement No. 133.

Statement No. 137 amended the effective date of Statement No. 133 to fiscal
years beginning after June 15, 2000.  The Statement may not be applied
retroactively to financial statements of prior periods.  The adoption of the
Statement will have no material impact on the Corporation's financial
condition or result of operations.

Accounting for Mortgage-Backed Securities Retained After the Securitization
of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise

Also in 1998, the FASB issued Statement No. 134, "Accounting for Mortgage-
Backed Securities Retained After the Securitization of Mortgage Loans Held
for Sale by a Mortgage Banking Enterprise."  It establishes accounting
standards for certain activities of mortgage banking enterprises and for
other enterprises with similar mortgage operations.  This Statement amends
Statement No. 65.

Statement No. 65, as previously amended by Statements No. 115 and 125,
required a mortgage banking enterprise to classify a mortgage-backed security
as a trading security following the securitization of the mortgage loan held
for sale.  This Statement further amends Statement No. 65 to require that
after the securitization of mortgage loans held for sale, an entity engaged
in mortgage banking activities must classify the resulting mortgage-backed
security or other retained interests based on the entity's ability and intent
to sell or hold those investments.

The determination of the appropriate classification for securities retained
after the securitization of mortgage loans by a mortgage banking enterprise
now conforms to Statement No. 115.  The only new requirement is that if an
entity has a sales commitment in place, the security must be classified into
trading.

This Statement is effective for the first fiscal quarter beginning after
December 15, 1998.  On the date the Statement is initially applied, an entity
may reclassify mortgage-backed securities and other beneficial interests
retained after the securitization of mortgage loans held for sale from the
trading category, except for those with sales commitments in place.  Those
securities and other interests shall be classified based on the entity's
present ability and intent to hold the investments.  The adoption of this
Statement had no material impact on the Company's financial condition and
results of operations.

In addition to historical information, this Annual Report may include certain
forward-looking statements based on current management expectations.  The
Company's actual results could differ materially from those management
expectations.  Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies
of the federal government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality or competition, changes in the
quality or composition of the Bank's loan and investment portfolios, changes
in accounting principles, policies or guidelines, and other economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices.  Further description of
the risks and uncertainties to the business are included in detail in Item 1,
"Business" of the Company's 1999 Form 10-KSB.  The Company does not undertake
- and specifically disclaims any obligation - to publicly release the result
of any revisions which may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.






                  Independent Auditor's Report



To the Stockholders and
Board of Directors
Great American Bancorp, Inc.
Champaign, Illinois


We have audited the accompanying consolidated balance sheet of Great American
Bancorp, Inc. and subsidiary as of December 31, 1999 and 1998, and the
related consolidated statements of income, comprehensive income,
stockholders' equity, and cash flows for the years then ended.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements described above present
fairly, in all material respects, the consolidated financial position of
Great American Bancorp, Inc. and subsidiary as of December 31, 1999 and 1998,
and the results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.


/s/ Olive LLP


Champaign, Illinois
January 27, 2000



<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheet (in thousands, except share data)


December 31                                                     1999             1998
-------------------------------------------------------------------------------------
<S>                                                        <C>             <C>
Assets
Cash and due from banks                                    $   5,560       $    6,429
Interest-bearing demand deposits                               4,453           15,386
                                                           --------------------------
      Cash and cash equivalents                               10,013           21,815

Investment securities
  Available for sale                                           2,977            1,001
  Held to maturity (fair value of $3,338 and $1,988)           3,463            1,977
                                                           --------------------------
      Total investment securities                              6,440            2,978
Loans, net of allowance for loan losses of $703 and $925     127,728          121,747
Premises and equipment                                         7,188            7,551
Federal Home Loan Bank stock                                     767              736
Other assets                                                   2,173            2,344
                                                           --------------------------
       Total assets                                        $ 154,309       $  157,171
                                                           ==========================
Liabilities
Deposits
  Noninterest bearing                                      $   8,565       $    8,401
  Interest bearing                                           114,280          114,619
                                                           --------------------------
      Total deposits                                         122,845          123,020
Loans sold under repurchase agreements                            --            2,000
Federal Home Loan Bank advances                                8,000            7,000
Other liabilities                                              1,693            1,999
                                                           --------------------------
      Total liabilities                                      132,538          134,019
                                                           --------------------------
Commitments and Contingent Liabilities

Stockholders' Equity
Preferred stock, $0.01 par value
  Authorized and unissued - 1,000,000 shares                      --               --
Common stock, $0.01 par value
  Authorized - 7,000,000 shares
  Issued and outstanding - 2,052,750 shares                       21               21
Additional paid-in capital                                    19,968           19,877
Retained earnings                                             16,521           16,411
Accumulated other comprehensive income                           (13)               1
                                                            --------------------------
                                                              36,497           36,310
Less:
  Treasury stock, at cost - 829,035 and
    693,067 shares                                           (14,019)         (11,999)
  Unallocated employee stock ownership plan
    shares - 40,986 and 63,698 shares                           (410)            (637)
  Unearned incentive plan shares - 20,626 and
    36,214 shares                                               (297)            (522)
                                                            --------------------------
      Total stockholders' equity                              21,771           23,152
                                                            --------------------------
      Total liabilities and
        stockholders' equity                               $ 154,309       $  157,171
                                                            ==========================

</TABLE>

See notes to consolidated financial statements.



<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Income (in thousands, except share data)


Year Ended December 31                                          1999             1998
--------------------------------------------------------------------------------------
<S>                                                        <C>               <C>
Interest Income
  Loans receivable                                         $  10,157         $ 10,183
  Investment securities
    Taxable                                                      262              214
    Tax exempt                                                    28               19
  Deposits with financial institutions and other                 578              602
                                                           --------------------------
        Total interest income                                 11,025           11,018
                                                           --------------------------
Interest Expense
  Deposits                                                     4,856            4,958
  Other                                                          459              183
                                                           --------------------------
        Total interest expense                                 5,315            5,141
                                                           --------------------------
Net Interest Income                                            5,710            5,877
  Provision for loan losses                                      573              456
                                                           --------------------------
Net Interest Income After
  Provision for Loan Losses                                    5,137            5,421
                                                           --------------------------
Noninterest Income
  Brokerage commissions                                          152              135
  Insurance sales commissions                                    625              490
  Service charges on deposit accounts                            567              483
  Loan servicing fees                                             19               25
  Other customer fees                                            144              150
  Net gains on loan sales                                         --                1
  Other income                                                    16               11
                                                           --------------------------
         Total noninterest income                              1,523            1,295
                                                           --------------------------
Noninterest Expenses
  Salaries and employee benefits                               2,908            2,894
  Net occupancy expenses                                         567              580
  Equipment expenses                                             598              385
  Data processing fees                                           108              135
  Deposit insurance expense                                       71               69
  Printing and office supplies                                   282              255
  Legal and professional fees                                    292              152
  Directors and committee fees                                   100              104
  Insurance expense                                               48               42
  Marketing and advertising expenses                             169              208
  Other expenses                                                 411              381
                                                           --------------------------
          Total noninterest expenses                           5,554            5,205
                                                           --------------------------
Income Before Income Tax                                       1,106            1,511
  Income tax expense                                             462              663
                                                           --------------------------
Net Income                                                 $     644         $    848
                                                           ==========================
Basic Earnings per Share                                   $    0.53         $   0.61
                                                           ==========================
Diluted Earnings per Share                                 $    0.52         $   0.57
                                                           ==========================
Dividends per Share                                        $    0.44         $   0.43
                                                           ==========================

</TABLE>
See notes to consolidated financial statements.


<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Comprehensive Income
(in thousands)

Year Ended December 31                                          1999             1998
--------------------------------------------------------------------------------------
<S>                                                        <C>               <C>
Net income                                                 $     644         $    848
Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities
    available for sale arising during the period,
    net of income tax of $9 and $0                               (14)              (1)
                                                          ---------------------------
Comprehensive income                                       $     630         $    847
                                                          ===========================
</TABLE>
See notes to consolidated financial statements

<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity
(in thousands, except share data)


                                                                                                   Unallocated
                                                                           Accumulated               Employee    Unearned
                                                    Additional                Other                Stock Owner-  Incentive
                                            Common    Paid-in   Retained  Comprehensive  Treasury    ship Plan     Plan
                                             Stock    Capital   Earnings     Income       Stock       Shares      Shares     Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>     <C>        <C>         <C>        <C>         <C>          <C>       <C>
Balances, January 1, 1998                    $  21   $ 19,655   $ 16,167    $      2   $ (5,925)   $     (879)  $  (747)  $ 28,294
 Net income                                     --         --        848          --         --            --        --        848
 Cash dividends ($.43 per share)                --         --       (604)         --         --            --        --       (604)
 Other comprehensive income, net of tax         --         --         --          (1)        --            --        --         (1)
 Employee stock ownership plan
  shares allocated                              --        226         --          --         --           242        --        468
 Incentive plan shares earned                   --         (4)        --          --         --            --       225        221
 Purchase of treasury stock                     --         --         --          --     (6,099)           --        --     (6,099)
 Exercise of stock options                      --         --         --          --         25            --        --         25
-----------------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1998                  $  21   $ 19,877   $ 16,411    $      1   $(11,999)   $     (637)  $  (522)  $ 23,152
 Net income                                     --         --        644          --         --            --        --        644
 Cash dividends ($.44 per share)                --         --       (534)         --         --            --        --       (534)
 Other comprehensive income, net of tax         --         --         --         (14)        --            --        --        (14)
 Employee stock ownership plan
  shares allocated                              --         95         --          --         --           227        --        322
 Incentive plan shares earned                   --         (4)        --          --         --            --       225        221
 Purchase of treasury stock                     --         --         --          --     (2,020)           --        --     (2,020)
-----------------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1999                  $  21   $ 19,968   $ 16,521    $    (13)  $(14,019)   $     (410)  $  (297)  $ 21,771
==================================================================================================================================

</TABLE>

See notes to consolidated financial statements

<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Cash Flows (in thousands)


Year Ended December 31                                          1999              1998
--------------------------------------------------------------------------------------
<S>                                                        <C>                <C>
Operating Activities
Net income                                                 $     644          $    848
Adjustments to reconcile net income to net
  cash provided by operating activities
    Provision for loan losses                                    573               456
    Depreciation and amortization                                682               625
    Amortization of deferred loan fees                            (7)              (33)
    Deferred income tax                                           37               (89)
    Investment securities amortization (accretion), net            1                (1)
    Net gain on loan sales                                        --                (1)
    Employees stock ownership plan
      compensation expense                                       322               468
    Incentive plan expense                                       221               221
    Loans originated for sale                                     --               (44)
    Proceeds from sales of loans originated for resale            --                45
    Net change in
      Other assets                                                99             (249)
      Other liabilities                                         (295)              410
                                                            --------------------------
        Net cash provided by operating activities              2,277             2,656
                                                            --------------------------

Investing Activities
  Purchases of securities available for sale                  (3,000)           (1,000)
  Purchases of securities held to maturity                    (3,002)           (1,777)
  Proceeds from maturities of securities available for sale    1,000             1,997
  Proceeds from maturities of securities held to maturity      1,450             1,100
  Proceeds from principal repayments of
    mortgage-backed securities                                    66                --
  Purchase of Federal Home Loan Bank stock                       (31)             (156)
  Net change in loans                                         (6,547)          (10,355)
  Purchases of premises and equipment                           (275)           (1,045)
  Purchases of insurance agencies                                 --              (423)
                                                            --------------------------
        Net cash used by investing activities                (10,339)          (11,659)
                                                            --------------------------
Financing Activities
  Net change in
    Noninterest-bearing, interest-bearing demand
      and savings deposits                                     1,084             5,905
    Certificates of deposit                                   (1,259)            5,131
    Loans sold under repurchase agreements                    (2,000)            2,000
  Proceeds from Federal Home Loan Bank advances                1,000             7,000
  Cash dividends                                                (545)             (620)
  Purchase of treasury stock                                  (2,020)           (6,099)
  Stock options exercised                                         --                25
                                                            --------------------------
        Net cash provided (used) by financing activities      (3,740)           13,342
                                                            --------------------------
Net Change in Cash and Cash Equivalents                      (11,802)            4,339

Cash and Cash Equivalents, Beginning of Period                21,815            17,476
                                                            --------------------------
Cash and Cash Equivalents, End of Period                    $ 10,013          $ 21,815
                                                            ==========================

Additional Cash Flows Information
  Interest paid                                            $   5,313          $  5,116

  Income tax paid                                                598               828

</TABLE>

See notes to consolidated financial statements.


GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Table dollar amounts in thousands, except share data)

Note 1 -- Nature of Operations and Summary of Significant Accounting Policies

The accounting and reporting policies of Great American Bancorp, Inc.
("Company"), its wholly owned subsidiary, First Federal Savings Bank of
Champaign-Urbana ("Bank") and the Bank's wholly owned subsidiary, Park Avenue
Service Corporation ("PASC"), conform to generally accepted accounting
principles and reporting practices followed by the thrift industry.  The more
significant of the policies are described below.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.

The Company is a thrift holding company whose principal activity is the
ownership and management of the Bank.  The Bank operates under a federal
savings bank charter and provides full banking services.  As a federally-
chartered thrift, the Bank is subject to regulation by the Office of Thrift
Supervision and the Federal Deposit Insurance Corporation.

The Bank generates commercial, mortgage and consumer loans and receives
deposits from customers located primarily in Champaign County, Illinois and
surrounding counties.  The Bank's loans are generally secured by specific
items of collateral including real property, consumer assets and business
assets.  Although the Bank has a diversified loan portfolio, a substantial
portion of its debtors' ability to honor their contracts is dependent upon
economic conditions in the real estate industry.

The Bank's subsidiary, PASC, offers insurance and brokerage services to
customers located primarily in Champaign County, Illinois and surrounding
counties.  GTPS Insurance Agency, a division of PASC, sells a variety of
insurance products to both individuals and businesses, including life,
health, auto, property and casualty insurance.  PASC also provides full
service brokerage activities through a third-party broker-dealer and engages
in the sale of tax deferred annuities.  The revenue generated by PASC is
dependent upon maintaining relationships with the current insurance and
brokerage providers.

Consolidation - The consolidated financial statements include the accounts of
the Company and the Bank after elimination of all material intercompany
transactions.

Investment Securities - Debt securities are classified as held to maturity
when the Company has the positive intent and ability to hold the securities
to maturity.  Securities held to maturity are carried at amortized cost.
Debt securities not classified as held to maturity are classified as
available for sale.  Securities available for sale are carried at fair value
with unrealized gains and losses reported separately in accumulated other
comprehensive income, net of tax.

Amortization of premiums and accretion of discounts are recorded as interest
income from securities.  Realized gains and losses are recorded as net
security gains (losses).  Gains and losses on sales of securities are
determined on the specific-identification method.

Loans are carried at the principal amount outstanding.  Interest income is
accrued on the principal balances of loans.  In applying the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 114, the Company
considers its investments in 1-4 residential loans and consumer installment
loans to be homogeneous and therefore excluded from separate identification
for valuation of impairment.  The accrual of interest on impaired loans is
discontinued when, in management's opinion, the borrower may be unable to
meet payments as they become due.  When interest accrual is discontinued, all
unpaid accrued interest is reversed when considered uncollectible. Interest
income is subsequently recognized only to the extent cash payments are
received. Certain loan fees and direct costs are deferred and amortized as an
adjustment of yield on the loans.

Allowance for loan losses is maintained to absorb loan losses based on
management's continuing review and evaluation of the loan portfolio and its
judgment as to the impact of economic conditions on the portfolio.  The
evaluation by management includes consideration of past loss experience,
changes in the composition of the portfolio, the current condition and amount
of loans outstanding, and the probability of collecting all amounts due.
Impaired loans are measured by the present value of expected future cash
flows, or the fair value of the collateral of the loan, if collateral
dependent.

The determination of the adequacy of the allowance for loan losses is based
on estimates that are particularly susceptible to significant changes in the
economic environment and market conditions.  Management believes that as of
December 31, 1999 the allowance for loan losses is adequate based on
information currently available.  A worsening or protracted economic decline
in the areas within which the Bank operates would increase the likelihood of
additional losses due to credit and market risks and could create the need
for additional loss reserves.

Premises and equipment are carried at cost net of accumulated depreciation.
Depreciation is computed on the straight-line method for buildings, furniture
and fixtures based principally on the estimated useful lives of the assets.
Maintenance and repairs are expensed as incurred while major additions and
improvements are capitalized.  Gains and losses on dispositions are included
in current operations.

Federal Home Loan Bank stock is a required investment for institutions that
are members of the Federal Home Loan Bank system.  The required investment in
the common stock is based on a predetermined formula.

Intangible assets are being amortized on the straight-line basis over fifteen
years.  Such assets are periodically evaluated as to the recoverability of
their carrying value.

Mortgage servicing rights on originated loans are capitalized by allocating
the total cost of the mortgage loans between the mortgage servicing rights
and the loans based on their relative fair values.  Capitalized servicing
rights are amortized in proportion to and over the period of estimated
servicing revenues.

Treasury stock is stated at cost.  Cost is determined by the first-in, first-
out method.

Incentive Plan - The Company accounts for its stock award program, or
incentive plan, in accordance with Accounting Principles Board Opinion
("APB") No. 25.  The purchase price of unearned shares owned by the incentive
plan is reflected as a reduction of stockholders' equity.  Compensation
expense is based on the market price of the Company's stock on the date the
shares are granted and is recorded over the vesting period.  The difference
between the aggregate purchase price and the fair value on the date granted
of the shares earned is recorded as an adjustment to paid-in capital.

Employee Stock Ownership Plan - The Company accounts for its employee stock
ownership plan ("ESOP") in accordance with American Institute of Certified
Public Accountants ("AICPA") Statement of Position 93-6.  The cost of shares
issued to the ESOP but not yet committed to be released to participants is
presented in the consolidated balance sheet as a reduction of stockholders'
equity.  Compensation expense is recorded based on the market price of the
shares as they are committed to be released for allocation to participant
accounts.  The difference between the market price and the cost of shares
committed to be released is recorded as an adjustment to paid-in capital.
Dividends on allocated ESOP shares are recorded as a reduction of retained
earnings; dividends on unallocated ESOP shares are not considered dividends
for financial statement purposes.

ESOP shares are considered outstanding for earnings per share calculations as
they are committed to be released; uncommitted shares are not considered
outstanding.

Stock options are granted for a fixed number of shares to employees with an
exercise price equal to the fair value of the shares at the date of grant.
The Company accounts for and will continue to account for stock option grants
in accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and accordingly, recognizes no compensation expense for the stock
option grants.

Accounting for Postretirement Benefits - The Company is recognizing the
transition obligation using the straight-line method over the plan
participants' average future service period of twenty years.

Income tax in the consolidated statement of income includes deferred income
tax provisions or benefits for all significant temporary differences in
recognizing income and expenses for financial reporting and income tax
purposes.  The Company files consolidated income tax returns with its
subsidiary.

Earnings per share - Basic earnings per share have been computed based upon
the weighted average common shares outstanding during each year.  Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the Company.

Reclassifications of certain amounts in the 1998 consolidated financial
statements have been made to conform to the 1999 presentation.

Note 2 -- Establishment of Insurance Agency

In March, 1998, the Company acquired the business of an insurance agency for
approximately $423,000.  The excess of the purchase price over the fair value
of assets acquired is being amortized over fifteen years.

Note 3 -- Restriction on Cash and Due from Banks

The Bank is required to maintain reserve funds in cash and/or on deposit with
the Federal Reserve Bank.  The reserve required at December 31, 1999 was
$1,050,000.

<TABLE>
<CAPTION>

Note 4 -- Investment Securities
                                                                  1999
----------------------------------------------------------------------------------------------
                                                          Gross          Gross
                                           Amortized    Unrealized     Unrealized       Fair
December 31                                   Cost        Gains          Losses         Value
----------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>            <C>
Available for sale
  Federal agencies                         $   3,000     $     --      $      23      $  2,977
                                           ---------------------------------------------------
    Total available for sale                   3,000           --             23         2,977
                                           ---------------------------------------------------
Held to maturity
  Mortgage-backed securities                   2,937           --            120         2,817
  State and municipal                            526           --              5           521
                                           ---------------------------------------------------
    Total held to maturity                     3,463           --            125         3,338
                                           ---------------------------------------------------
    Total investment securities            $   6,463     $     --      $     148      $  6,315
                                           ===================================================

<CAPTION>
                                                                  1998
                                           ---------------------------------------------------
                                                          Gross          Gross
                                           Amortized    Unrealized     Unrealized      Fair
December 31                                  Cost         Gains          Losses        Value
----------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>            <C>
Available for sale
  Federal agencies                         $   1,000     $      1      $      --      $  1,001
                                           ---------------------------------------------------
    Total available for sale                   1,000            1             --         1,001
                                           ---------------------------------------------------
Held to maturity
 Federal agencies                              1,000            2             --         1,002
 State and municipal                             977            9             --           986
                                           ---------------------------------------------------
    Total held to maturity                     1,977           11             --         1,988
                                           ---------------------------------------------------
    Total investment securities            $   2,977     $     12      $      --      $  2,989
                                           ===================================================
</TABLE>


The amortized cost and fair value of securities at December 31, 1999, by
contractual maturity, are shown below.  Expected maturities will differ from
contractual maturities because issuers may have the right to call or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                               Held to Maturity          Available for sale
                                          ---------------------------------------------------
                                           Amortized        Fair       Amortized        Fair
                                             Cost          Value          Cost          Value
---------------------------------------------------------------------------------------------

<S>                                        <C>           <C>           <C>          <C>
Within one year                            $     100     $    100      $      --    $      --
One to five years                                426          421          3,000        2,977
                                          ---------------------------------------------------
                                                 526          521          3,000        2,977
Mortgage-backed securities                     2,937        2,817             --           --
                                          ---------------------------------------------------
    Totals                                 $   3,463     $  3,338      $   3,000    $   2,977
                                          ===================================================

</TABLE>

There were no sales of securities during 1999 or 1998.  There were no
securities transferred between classifications during 1999 or 1998.

With the exception of securities of Federal Agencies, the Company did not
hold any securities of a single issuer, payable from and secured by the same
source of revenue or taxing authority, the book value of which exceeded 10%
of stockholders' equity at December 31, 1999.

Note 5 -- Loans and Allowance

December 31                                           1999              1998
----------------------------------------------------------------------------

Mortgage loans:
  One-to four-family                              $ 70,381         $  66,853
  Other loans secured by real estate                36,891            31,641
  Construction                                       1,919             3,657
                                                  --------------------------
                                                   109,191           102,151
  Undisbursed portion of loans                          (2)              (94)
  Deferred loan fees                                   (69)              (65)
                                                  --------------------------
    Total mortgage loans                           109,120           101,992
                                                  --------------------------
Commercial and consumer loans:
  Commercial                                         7,747             9,435
  Consumer                                          11,564            11,245
                                                  --------------------------
    Total commercial and consumer loans             19,311            20,680
                                                  --------------------------
      Total loans                                  128,431           122,672

 Allowance for loan losses                            (703)             (925)
                                                  --------------------------
                                                  $127,728         $ 121,747
                                                  ==========================

December 31                                           1999              1998
----------------------------------------------------------------------------
Allowance for loan losses
  Balances, January 1                             $    925         $     497
  Provision for losses                                 573               456
  Recoveries on loans                                    6                 8
  Loans charged off                                   (801)              (36)
                                                  --------------------------
  Balances, December 31                           $    703         $     925
                                                  ==========================

Information on impaired loans is summarized below.

December 31                                           1999              1998
----------------------------------------------------------------------------
Impaired loans with an allowance                  $    537           $ 1,800
Allowance for impaired loans (included in the
 Company's allowance for loan losses)                  102               419


Year Ended December 31                                1999              1998
----------------------------------------------------------------------------
Average balance of impaired loans                 $  1,616         $     889
Interest income recognized on impaired loans            38                98
Cash-basis interest included above                      38                66


Note 6 -- Premises and Equipment

December 31                                           1999              1998
----------------------------------------------------------------------------
Land                                              $  1,545         $   1,545
Buildings                                            5,233             5,226
Leasehold improvements                                 867               867
Furniture and equipment                              3,135             2,858
                                                  --------------------------
    Total cost                                      10,780            10,496
Accumulated depreciation                            (3,592)           (2,945)
                                                  --------------------------
    Net                                           $  7,188         $   7,551
                                                  ==========================



Note 7 -- Other Assets and Other Liabilities

December 31                                           1999              1998
----------------------------------------------------------------------------
Other assets
  Interest receivable
    Investment securities                         $    100         $      91
    Loans                                              788               789
  Cash value of insurance                              223               213
  Mortgage servicing rights                             10                14
  Excess of purchase price over the
   fair value of assets acquired                       556               642
  Insurance premiums receivable                        104               187
  Deferred income tax asset                             56                85
  Income taxes receivable                              138                --
  Prepaid expenses and other assets                    198               323
                                                  --------------------------
    Total                                         $  2,173         $   2,344
                                                  ==========================
Other liabilities
  Interest payable
    Deposits                                      $     17         $      19
    Other borrowings                                    32                28
  Deferred compensation - directors                    611               548
  Accrued real estate taxes                            123               108
  Insurance and real estate taxes held
    in escrow for loan customers                       259               268
  Accrued postretirement benefit obligation            139               107
  Dividends payable                                    129               140
  Income taxes payable                                  --                37
  Premiums due insurance companies                     120               233
  Accrued expenses and other                           263               511
                                                  --------------------------
    Total                                         $  1,693         $   1,999
                                                  ==========================

Note 8 -- Deposits

December 31                                           1999              1998
----------------------------------------------------------------------------
Demand deposits                                   $ 24,475         $  23,452
Savings deposits                                    14,705            15,105
Insured money market                                 9,332             8,871
Certificates of deposit of $100,000 or more         10,648            10,355
Other certificates of deposit                       63,685            65,237
                                                  --------------------------
    Total deposits                                $122,845         $ 123,020
                                                  ==========================




Certificates of deposit maturing in years ending December 31,

 2000                                                              $  46,279
 2001                                                                 16,816
 2002                                                                  2,837
 2003                                                                  2,885
 2004                                                                  1,924
Thereafter                                                             3,592
                                                                   ---------
                                                                   $  74,333
                                                                   =========

Note 9 - Loans Sold Under Agreements to Repurchase

December 31                                           1999              1998
----------------------------------------------------------------------------
Loans sold under repurchase agreements            $     --         $   2,000
                                                  ==========================

Loans sold under agreements to repurchase consist of obligations of the
Company to other parties, including a related party.  The obligations are
secured by loans held by the Company and matured during 1999.  The maximum
amount of the outstanding agreements at any month-end during 1999 totaled
$2,500,000 and the daily average balance of such agreements totaled
$1,422,000.  The maximum amount of the outstanding agreements at any month-
end during 1998 totaled $2,000,000 and the daily average balance of such
agreements totaled $1,167,000.

Note 10 -- Federal Home Loan Bank Advances

December 31                                           1999              1998
----------------------------------------------------------------------------
Federal Home Loan Bank advances, variable
  rates, (4.30% to 5.50% at December 31),
  due at various dates through October, 2008      $  8,000         $   7,000
                                                  ==========================

The Federal Home Loan Bank advances are secured by first mortgage loans and
all stock in the FHLB.  Advances are subject to restrictions or penalties in
the event of repayment.

Maturities in years ending December 31

   2000                                                            $   2,000
   2004                                                                1,000
   After 2004                                                          5,000
                                                                   ---------
                                                                   $   8,000
                                                                   =========

The $1,000,000 advance maturing in 2004 is callable quarterly beginning in
October, 2000.  The rate on this advance is 5.50%.  The $5,000,000 advance
matures in October 2008, is callable quarterly beginning in October 2001 and
the rate on this advance is 4.30%.


Note 11 -- Loan Servicing

Loans serviced for others are not included in the accompanying consolidated
balance sheet.  The unpaid principal balances of loans serviced for others
totaled $6,271,000 and $8,028,000 at December 31, 1999 and December 31,
1998.

The aggregate fair value of capitalized mortgage servicing rights at December
31, 1999 and 1998 totaled $10,000 and $14,000.  Comparable market values were
used to estimate fair value.  For purposes of measuring impairment, risk
characteristics including product type, investor type, and interest rates,
were used to stratify the originated mortgage servicing rights.

                                                      1999              1998
----------------------------------------------------------------------------
Mortgage Servicing Rights
 Balances, January 1                              $     14         $      17
 Servicing rights capitalized                           --                --
 Amortization of servicing rights                       (4)               (3)
                                                  --------------------------
    Balances, December 31                         $     10         $      14
                                                  ==========================

Note 12 --  Income Tax

Year Ended December 31                                1999              1998
----------------------------------------------------------------------------
Income tax expense
  Currently payable
    Federal                                       $    352         $     622
    State                                               73               130
  Deferred
    Federal                                             30               (72)
    State                                                7               (17)
                                                  --------------------------
      Total income tax expense                    $    462         $     663
                                                  ==========================
Reconciliation of federal statutory to
 actual tax expense
  Federal statutory income tax at 34%             $    376         $     514
  Effect of state income taxes                          53                75
  Effect of allocating ESOP shares                      30                79
  Other                                                  3                (5)
                                                  --------------------------
      Actual tax expense                          $    462         $     663
                                                  ==========================



A cumulative net deferred tax asset is included in other assets.  The
components of the asset are as follows:

December 31                                           1999              1998
----------------------------------------------------------------------------
Assets
 Deferred loan fees                               $     15         $      13
 Allowance for loan losses                             228               303
 Deferred compensation                                 237               212
 Postretirement benefit obligation                      54                42
 Net unrealized losses on securities
  available for sale                                     9                 1
 Mortgage servicing rights                               4                 6
 Other                                                  35                31
                                                   --------------------------
    Total assets                                       582               608
                                                   --------------------------
Liabilities
 Federal Home Loan Bank stock basis                    (20)              (20)
 Depreciation                                         (497)             (465)
 Other                                                  (9)              (38)
                                                  --------------------------
    Total liabilities                                 (526)             (523)
                                                  --------------------------
                                                  $     56         $      85
                                                  ==========================

Retained earnings include approximately $4,300,000 for which no deferred
income tax liability has been recognized.  This amount represents an
allocation of income to bad debt deductions as of December 31, 1987 for tax
purposes only.  Reduction of amounts so allocated for purposes other than tax
bad debt losses or adjustments arising from carryback of net operating losses
would create income for tax purposes only, which income would be subject to
the then-current corporate income tax rate.  The unrecorded deferred income
tax liability on the above amount is approximately $1,669,000.

Note 13 -- Commitments and Contingent Liabilities

In the normal course of business there are outstanding commitments and
contingent liabilities, such as commitments to extend credit and standby
letters of credit, which are not included in the accompanying financial
statements.  The Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instruments for
commitments to extend credit and standby letters of credit is represented by
the contractual or notional amount of those instruments.  The Bank uses the
same credit policies in making such commitments as they do for instruments
that are included in the consolidated balance sheet.


Financial instruments whose contract amount represents credit risk as of
December 31 were as follows:

December 31                                           1999              1998
----------------------------------------------------------------------------
Commitments to extend credit
  At variable rates                               $  4,366         $   2,478
  At fixed rates (ranging from 5.93% to 10.50%
    at December 31, 1999)                            1,611             2,984
Standby letters of credit                              225               622

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.  Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements.  The Bank evaluates each
customer's credit worthiness on a case-by-case basis.  The amount of
collateral obtained, if deemed necessary by the Bank upon extension of
credit, is based on management's credit evaluation.  Collateral held varies
but may include accounts receivable, inventory, property and equipment, and
income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.

The Company and subsidiary are also subject to claims and lawsuits which
arise primarily in the ordinary course of business.  It is the opinion of
management that the disposition or ultimate resolution of such claims and
lawsuits will not have a material adverse effect on the consolidated
financial position of the Company.

Note 14 -- Dividend and Capital Restrictions

Without prior approval, Office of Thrift Supervision ("OTS") regulations
allow the Bank to pay dividends to the Company not exceeding net profits (as
defined) for the current year plus those for the previous two years.

Note 15 -- Regulatory Capital

The Bank is subject to various regulatory capital requirements administered
by the federal banking agencies and is assigned to a capital category.  The
assigned capital category is largely determined by three ratios that are
calculated according to the regulations: total risk adjusted capital, Tier 1
capital, and Tier 1 leverage ratios.  The ratios are intended to measure
capital relative to assets and credit risk associated with those assets and
off-balance sheet exposures of the entity.  The capital category assigned to
an entity can also be affected by qualitative judgements made by regulatory
agencies about the risk inherent in the entity's activities that are not part
of the calculated ratios.


There are five capital categories defined in the regulations, ranging from
well capitalized to critically undercapitalized.  Classification of a bank in
any of the undercapitalized categories can result in actions by regulators
that could have a material effect on a bank's operations.  At December 31,
1999 and 1998, the Bank is categorized as well capitalized and met all
subject capital adequacy requirements.  There are no conditions or events
since December 31, 1999 that management believes have changed the Bank's
classification.

The Bank's actual and required capital amounts and ratios are as follows:

<TABLE>
<CAPTION>
                              -----------------------------------------------------------
                                                      Required for            To Be Well
                                   Actual           Adequate Capital*        Capitalized*
                              -----------------------------------------------------------
December 31                    Amount   Ratio         Amount   Ratio       Amount   Ratio
-----------------------------------------------------------------------------------------
As of December 31, 1999
<S>                          <C>        <C>          <C>        <C>       <C>       <C>
Total risk-based capital*
 (to risk-weighted assets)   $ 10,420   12.2%        $ 6,863    8.0%      $ 8,579   10.0%

Tier 1 capital* (to risk-
 weighted assets)               9,775   11.4           3,432    4.0         5,125    6.0

Core capital* (to adjusted
 total assets)                  9,775    6.8           5,736    4.0         7,170    5.0

Core capital* (to adjusted
 tangible assets)               9,775    6.8           2,857    2.0                  N/A

Tangible capital* (to
 adjusted total assets)         9,775    6.8           2,156    1.5                  N/A

<CAPTION>

As of December 31, 1998
<S>                          <C>        <C>          <C>        <C>       <C>        <C>
Total risk-based capital*
 (to risk-weighted assets)   $ 12,366   13.8%        $ 7,185    8.0%      $ 8,982   10.0%

Tier 1 capital* (to risk
 weighted assets)              11,441   12.8           3,593    4.0%        5,377    6.0

Core capital* (to adjusted
 total assets)                 11,441    7.9           5,793    4.0         7,241    5.0

Core capital* (to adjusted
 tangible assets)              11,441    7.9           2,884    2.0                  N/A

Tangible capital* (to
 adjusted total assets)        11,441    7.9           2,172    1.5                  N/A


</TABLE>

*As defined by regulatory agencies


Note 16 -- Employee Benefits

The Company has an employee stock ownership plan ("ESOP") covering
substantially all of its employees.  The ESOP borrowed $1,642,000 from the
Company and used those funds to acquire 164,220 shares of the Company's
common stock at $10 per share.  The ESOP covers employees who complete at
least twelve consecutive months of service for the Bank during which the
employee performs at least 1,000 hours of service.  A participant is 100
percent vested after seven years of credited service.

The ESOP shares are held in trust and allocated to ESOP participants based on
the interest and principal payments made by the ESOP on the loan from the
Company.  The loan is secured by shares purchased with the loan proceeds and
is being repaid by the ESOP with funds from the Company's discretionary
contributions to the ESOP and earnings on ESOP assets.  Dividends on
unallocated ESOP shares are applied to reduce the loan.  Principal
payments are scheduled to occur in even annual amounts over a seven year
period.  However, in the event Company contributions exceed the minimum debt
service requirements, additional principal payments will be made.

During the year ended December 31, 1999, 22,712 shares of stock with an
average fair value of $14.22 were committed to be released, resulting in ESOP
compensation expense of $322,000.  During the year ended December 31, 1998,
24,193 shares of stock with an average fair value of $19.34 were committed to
be released, resulting in ESOP compensation expense of $468,000.  The
following table reflects the shares held by the plan:

As of and for Year Ended December 31                  1999              1998
----------------------------------------------------------------------------
Shares earned by participants                      123,234           100,522
Shares distributed to participants                 (15,244)           (7,159)
Unallocated shares                                  40,986            63,698
                                                 ---------------------------
    Total ESOP shares                              148,976           157,061
                                                 ===========================
Fair value of unallocated shares                  $    507         $     924
                                                 ===========================

The Board of Directors of the Company may direct payment of cash dividends on
shares allocated to participants to be paid in cash to the participants or to
be credited to participant accounts and invested.

The Company has a stock-based compensation program which provides for the
granting of stock of the Company as stock awards and options to purchase
stock of the Company (the "Incentive Plan").

The Incentive Plan covers key employees and directors and is authorized to
acquire and grant as stock awards 82,110 shares of the Company's common stock
or 4 percent of the shares issued in the Company's initial public offering.
The 82,110 shares were acquired in 1997 by funds contributed by the Company.
Participants in the Incentive Plan vest at a rate of 20 percent per year
commencing one year after the date such shares are granted.  In the event of
a change in control or death or disability, all unvested stock awards will
vest immediately.



The following is a summary of the status of the stock awards and changes in
the stock awards:

As of and for Year Ended December 31                  1999              1998
----------------------------------------------------------------------------
    Stock Awards                                    Shares            Shares
---------------------------------------------------------------------------
Outstanding, beginning of year                      47,863            63,455
Granted                                                 --                --
Distributed                                        (15,592)          (15,592)
Forfeited                                           (1,880)               --
                                                  --------------------------
Outstanding, end of year                            30,391            47,863
Shares available for future stock awards             4,429             2,549
                                                  --------------------------
    Total stock awards                              34,820            50,412
                                                  ==========================

During the year ended December 31, 1999, 15,588 shares representing stock
awards were earned by participants and resulted in compensation expense of
$221,000.  For the year ended December 31, 1998, 15,588 shares were earned
and resulted in compensation expense of $221,000.  The shares forfeited in
1999 were shares that would have been earned by the participants subsequent
to 1999.

Note 17 -- Related Party Transactions

The Company has entered into transactions with certain directors, executive
officers, significant stockholders and their affiliates or associates
(related parties).  Such transactions were made in the ordinary course of
business on substantially the same terms and conditions, including interest
rates and collateral, as those prevailing at the same time for comparable
transactions with other customers, and did not, in the opinion of management,
involve more than normal credit risk or present other unfavorable features.
The aggregate amount of loans, as defined, to such related parties at
December 31, 1999 and 1998 was $1,125,000 and $1,070,000.

The aggregate amount of loans, as defined, to such related parties were as
follows:

Balances, January 1, 1999                                          $   1,070
Changes in composition of related parties                                (10)
New loans, including renewals                                            384
Payments, etc.                                                          (319)
                                                                   ---------
Balances, December 31, 1999                                        $   1,125
                                                                   =========

Deposits from related parties held by the Company at December 31, 1999 and
1998 totaled $512,000 and $785,000.

During 1998, the Company entered into a short-term borrowing arrangement for
$2,000,000 with a related party.  This borrowing was a loan sold under a
repurchase agreement and matured in 1999.

Note 18 -- Leases

The Company leases one branch office and another office previously operated
as a branch office under operating leases.  The branch office is rented on a
twenty-five year lease with four ten-year options with escalating rental
payments.

The previous branch office is currently on a thirty-month lease which is
renewable for three additional thirty-month terms at the lessee's option.
This office is being subleased to an unrelated party.  In addition, the
lessee is required to pay the property taxes, normal maintenance and
insurance on the property.

The total minimum lease commitment at December 31, 1999 under these leases is
$379,000 which is due as follows:

                                   Lease          Rent from        Net Lease
                                  Payments        Sublease          Payment
                                  ------------------------------------------
Years ending December 31
 2000                             $     57        $     32         $      25
 2001                                   57              29                28
 2002                                   57              29                28
 2003                                   57              29                28
 2004                                   57              29                28
During the remaining lease term         94             162               (68)
                                  ------------------------------------------
    Total                         $    379        $    310         $      69
                                  ==========================================

Total rent expense was $51,000 and $52,000 for the years ended December 31,
1999 and 1998.

Note 19 -- Stock Option Plan

Under the Company's incentive stock option plan, which is accounted for in
accordance with APB No. 25, "Accounting for Stock Issued to Employees," and
related interpretations, the Company grants directors, selected executives
and other key employees stock option awards which vest at a rate of 20
percent per year commencing one year after the date the shares are granted.
The plan provides that in the event of a change in control or death or
disability, all unvested options will be immediately exercisable.  During
1996, the Company authorized the grant of options for up to 205,275 shares of
the Company's common stock or 10 percent of the shares issued in the
Company's initial public offering.  The exercise price of each option, which
has a 10-year life, was equal to the market price of the Company's stock on
the date of grant; therefore, no compensation expense was recognized.

Although the Company has elected to follow APB No. 25, SFAS No. 123 requires
pro forma disclosures of net income and earnings per share as if the Company
had accounted for its stock options under that Statement.  The fair value of
each option grant was estimated on the grant date using an option-pricing
model.


Under SFAS No. 123, compensation cost is recognized in the amount of the
estimated fair value of the options and amortized to expense over the
options' vesting period.  The pro forma effect on net income and earnings per
share of this statement are as follows:

                                                      1999              1998
                                                  --------------------------
Net income                        As reported     $    644         $     848
                                  Pro forma            505               705

Basic earnings per share          As reported     $   0.53         $    0.61
                                  Pro forma           0.42              0.50

Diluted earnings per share        As reported     $   0.52         $    0.57
                                  Pro forma           0.41              0.47

The following is a summary of the status of the Company's stock option plan
and changes in that plan as of and for the years ended December 31, 1999 and
1998.

<TABLE>
<CAPTION>

Year Ended December 31                                           1999                    1998
-------------------------------------------------------------------------------------------------
                                                               Weighted                Weighted
                                                                Average                 Average
                                                               Exercise                Exercise
    Options                                          Shares      Price        Shares     Price
-------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>           <C>       <C>
Outstanding, beginning of year                      193,101    $ 14.20       194,901    $ 14.20
Granted                                                  --         --            --         --
Exercised                                                --         --        (1,800)     14.00
Forfeited                                            (5,500)     14.00            --         --
                                                    -------                  -------
Outstanding, end of year                            187,601    $ 14.21       193,101    $ 14.21
                                                    =======                  =======
Options exercisable at
  year end                                          112,704                   75,084


</TABLE>

As of December 31, 1999, the 187,601 options outstanding have exercise prices
ranging from $14.00 to $16.38 and a weighted-average remaining contractual
life of 6.3 years.


Note 20 -- Postretirement Plan

The Company sponsors a defined benefit postretirement plan that covers both
salaried and non salaried employees.  The following table sets forth the
plan's funded status, and amounts recognized in the consolidated financial
statements:

December 31                                           1999              1998
----------------------------------------------------------------------------
Change in benefit obligation
  Benefit obligation at beginning of year         $    184         $     128
  Service cost                                          15                10
  Interest cost                                         15                10
  Actuarial gain (loss)                                 20                41
  Benefits paid                                         (6)               (5)
                                                  --------------------------
  Benefit obligation at end of year                    228               184
                                                  --------------------------
Change in plan assets
  Fair value of plan assets at
     end of year                                        --                --
                                                  --------------------------
  Funded status                                       (228)             (184)
  Unrecognized net actuarial gain                      (34)              (55)
  Unrecognized transition liability                    123               132
                                                  --------------------------
  Accrued benefit cost                            $   (139)         $   (107)
                                                  ==========================
Components of net periodic benefit cost
  Service cost                                          15                10
  Interest cost                                         15                10
  Amortization of prior service cost                     6                 5
                                                  --------------------------
  Net periodic benefit cost                       $     36         $      25
                                                  ==========================

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 9 percent, gradually declining to 5
percent in the year 2003.

The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.25 percent in 1999 and 1998.

Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans.  A one percentage-point change in assumed
health care cost trend rates would have the following effects:

                                                     One Percentage Point
                                                  --------------------------
                                                  Increase          Decrease
                                                  --------------------------
Effect on total service components                $      8         $      (6)
Effect on postretirement benefit obligation             54               (40)




Note 21 -- Deferred Compensation

The Company has a deferred compensation plan for its directors whereby each
director may elect to defer his annual fees.  For the years ended December
31, 1999 and 1998, expense related to this plan was $32,000 and $31,000, with
payments to directors totaling $26,000 in 1999 and $21,000 in 1998.

Note 22 --  Business Industry Segments

The Company's primary business involves the typical banking services of
generating loans and receiving deposits.  Through PASC, the Company also
provides insurance and brokerage services to customers.  The following
schedule is a summary of selected data for the Company's various business
segments:

<TABLE>
<CAPTION>
                                           Insurance/
                                Banking    Brokerage
                                Services   Services      Company     Eliminations    Total
-------------------------------------------------------------------------------------------
<S>                            <C>         <C>          <C>           <C>         <C>
1999
  Total interest income        $ 11,025    $     --     $ 11,025      $    --     $ 11,025
  Total noninterest income          839         777        1,616          (93)       1,523
  Total interest expense          5,315          --        5,315           --        5,315
  Total noninterest expense       4,998         649        5,647          (93)       5,554
  Income before income tax          978         128        1,106           --        1,106
  Income tax expense                407          55          462           --          462
  Net income                        571          73          644           --          644
  Total assets                  154,195         835      155,030         (721)     154,309


1998
  Total interest income        $ 11,018    $     --     $ 11,018      $    --     $ 11,018
  Total noninterest income          748         625        1,373          (78)       1,295
  Total interest expense          5,141          --        5,141           --        5,141
  Total noninterest expense       4,753         530        5,283          (78)       5,205
  Income before income tax        1,416          95        1,511           --        1,511
  Income tax expense                625          38          663           --          663
  Net income                        791          57          848           --          848
  Total assets                  156,762       1,055      157,817         (646)     157,171

</TABLE

Note 23 --  Earnings per share


</TABLE>
<TABLE>
<CAPTION>

Earnings per share (EPS) were computed as follows:

                                                        Year Ended December 31, 1999
                                                  ---------------------------------------
                                                                   Weighted
                                                                    Average     Per-Share
                                                    Income          Shares        Amount
                                                  ---------------------------------------
<S>                                                <C>            <C>           <C>
Basic Earnings Per Share
  Income available to common stockholders          $    644       1,207,068     $   0.53

Effect of Dilutive Securities
  Stock options                                                         237
  Unearned incentive plan shares                                     28,940
                                                  -------------------------
Diluted Earnings Per Share
  Income available to common stockholders
   and assumed conversions                         $    644       1,236,245     $   0.52
                                                  =======================================

<CAPTION>
                                                        Year Ended December 31, 1998
                                                  ---------------------------------------
                                                                   Weighted
                                                                    Average     Per-Share
                                                    Income          Shares        Amount
                                                  ---------------------------------------
<S>                                                <C>            <C>           <C>
Basic Earnings Per Share
  Income available to common stockholders          $    848       1,396,800     $   0.61

Effect of Dilutive Securities
  Stock options                                                      51,114
  Unearned incentive plan shares                                     40,465
                                                  -------------------------
Diluted Earnings Per Share
  Income available to common stockholders
   and assumed conversions                         $    848       1,488,379     $   0.57
                                                  =======================================
</TABLE>

Note 24 --  Fair Values of Financial Instruments

The following methods and assumptions were used to estimate the fair value of
each class of financial instrument:

Cash and Cash Equivalents -- The fair value of cash and cash equivalents
approximates carrying value.

Securities -- Fair values are based on quoted market prices.

Loans -- For both short-term loans and variable-rate loans that reprice
frequently and with no significant change in credit risk, fair values are
based on carrying values.  The fair values for certain mortgage loans,
including one-to-four family residential, are based on quoted market prices
of similar loans sold in conjunction with securitization transactions,
adjusted for differences in loan characteristics.  The fair value of other
loans is estimated using discounted cash flow analyses using interest rates
currently being offered for loans with similar terms to borrowers of similar
credit quality.

Interest Receivable/Payable -- The fair values of interest receivable/payable
approximate carrying values.

FHLB stock -- Fair value of FHLB stock is based on the price at which it may
be resold to the FHLB.

Cash Surrender Value of Life Insurance -- Fair values are based on estimated
net realizable value.

Deposits -- The fair values of noninterest-bearing demand, interest-bearing
demand and savings accounts are equal to the amount payable on demand at the
balance sheet date.  Fair values for fixed-rate certificates of deposit are
estimated using a discounted cash flow calculation that applies interest
rates currently being offered on certificates to a schedule of aggregated
expected monthly maturities on such time deposits.

Loans Sold Under Repurchase Agreements -- Loans sold under repurchase
agreements are short-term borrowing arrangements.  The rates at December 31,
1998 approximate market rates, thus the fair value approximates carrying
value.

FHLB Advances -- The fair value of these borrowings are estimated using a
discounted cash flow calculation, based on current rates for similar debt.

Off-Balance Sheet Commitments -- Commitments include commitments to purchase
and originate mortgage loans, commitments to sell mortgage loans, and standby
letters of credit and are generally of a short-term nature.  The fair value
of such commitments are based on fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements and the
counterparties' credit standing.


The estimated fair values of the Company's financial instruments are as
follows:

<TABLE>
<CAPTION>

                                                     1999                     1998
                                     ----------------------------------------------------
                                           Carrying       Fair        Carrying     Fair
December 31                                  Amount       Value        Amount      Value
-----------------------------------------------------------------------------------------
<S>                                      <C>           <C>          <C>         <C>
Assets
  Cash and cash equivalents              $   10,013    $ 10,013     $  21,815   $ 21,815
  Investment securities
    Available for sale                        2,977       2,977         1,001      1,001
    Held to maturity                          3,463       3,338         1,977      1,988
  Loans, net                                127,728     126,281       121,747    123,312
  Interest receivable                           888         888           880        880
  Federal Home Loan Bank stock                  767         767           736        739
  Cash surrender value of life insurance        223         223           213        213

Liabilities
  Deposits                                  122,845     122,077       123,020    123,101
  Loans sold under repurchase agreements         --          --         2,000      2,000
  Federal Home Loan Bank advances             8,000       7,254         7,000      6,396
  Interest payable                               49          49            47         47

Off-balance sheet assets
  Commitments to extend credit                   --          --            --         --
  Standby letters of credit                      --          --            --         --

</TABLE>



GREAT AMERICAN BANCORP, INC.
SHAREHOLDER INFORMATION

Stock Listing and Price Information

The Company's common stock trades on The Nasdaq Stock Market under the symbol
"GTPS".  At December 31, 1999, 1,223,715 shares of the Company's common stock
were held of record by 388 persons or entities, not including the number of
persons or entities holding stock in nominee or street name through various
brokers or banks.

The following schedule shows the high and low sales prices for each of the
quarters in the years ended December 31, 1999 and 1998:

                Quarter Ended:             High        Low
              ------------------            ------      ------
             March 31, 1998               21.25       18.50
             June 30, 1998                23          20
             September 30, 1998           22.75       15.625
             December 31, 1998            17.875      13.50
             March 31, 1999               16.25       13.50
             June 30, 1999                15.938      13.125
             September 30, 1999           15.50       12.75
             December 31, 1999            14.125      12.375


At December 31, 1999 the closing price of a common share was $12.38.  Such
prices do not necessarily reflect retail markups, markdowns, or commissions.
During the years ended December 31, 1999 and 1998, the Company declared
dividends as follows:

  Date Declared          Record Date          Payable Date        Amount
----------------      -----------------    -----------------      ------
February 9, 1998     March 13, 1998         April 1, 1998           .10
May 11, 1998         June 15, 1998          July 1, 1998            .11
August 10, 1998      September 15, 1998     October 1, 1998         .11
November 9, 1998     December 14, 1998      January 4, 1999         .11
February 8, 1999     March 15, 1999         April 1, 1999           .11
May 10, 1999         June 15, 1999          July 1, 1999            .11
August 9, 1999       September 15, 1999     October 1, 1999         .11
November 8, 1999     December 15, 1999      January 3, 2000         .11
                                                                 -------
                                                                 $  .87
                                                                 =======



Investor Information

Stockholders, investors and analysts interested in additional information may
contact:

Jane F. Adams
Chief Financial Officer
Great American Bancorp, Inc.
1311 S. Neil Street
Champaign, IL  61820

Annual Report on Form 10-KSB

A copy of the annual report on Form 10-KSB for the fiscal year ended December
31, 1999, which has been filed with the Securities and Exchange Commission is
available to stockholders (excluding exhibits) at no charge, upon written
request to the above address.

Corporate Counsel

Muldoon Murphy and Faucette LLP
5101 Wisconsin Avenue N.W.
Washington, D C  20016

Independent Auditors

Olive LLP
100 Trade Center
Champaign, IL  61820

Annual Meeting of Stockholders

The Annual Meeting of Stockholders of Great American Bancorp, Inc. will be
held at 9:30 a.m. April 25, 2000 at:

First Federal Savings Bank of Champaign-Urbana
1311 S. Neil Street
Champaign IL  61820

Shareholders are welcome to attend.

Stock Transfer Agent and Registrar

Inquiries regarding stock transfer, registration, lost certificates or
changes in name and address should be directed to the transfer agent and
registrar:

American Securities Transfer and Trust, Inc.
P.O. Box 1596
Denver, CO  80228



               Exhibit 23.0   Consent of Independent Accountants


                      INDEPENDENT ACCOUNTANTS' CONSENT

The Board of Directors
Great American Bancorp, Inc.

We have issued our report dated January 27, 2000 accompanying the
consolidated financial statements of Great American Bancorp, Inc. and
Subsidiary appearing in the Company's 1999 Annual Report to Stockholders.  We
consent to the incorporation by reference in this Form 10-KSB of the
aforementioned report.

Olive, LLP

/s/ Olive LLP

Decatur, Illinois
March 28, 2000