UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

             For the fiscal year ended March 31, 1997

                                       OR 

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

                        Commission File Number:  0-22066

                               FCB Financial Corp.
             (Exact name of registrant as specified in its charter)

   Wisconsin                                                  39-1760287     
   (State or other jurisdiction of incorporation            (IRS Employer    
   or organization)                                       Identification No.)

   420 S. Koeller Street, Oshkosh, WI                                 54902  
   (Address of principal executive office)                         (Zip Code)

   Registrant's telephone number, including area code:         (414) 236-3680

   Securities registered pursuant to Section 12(b) of the Act:      None

   Securities registered pursuant to Section 12(g) of the Act:

   Class:  Common Stock, $.01 Par Value 

   Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that
   the Registrant was required to file such reports) and (2) has been subject
   to such filing requirements for the past 90 days.  Yes   X    No       

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K is not contained herein, and will not be contained,
   to the best of the Registrant's knowledge, in definitive proxy or
   information statements incorporated by reference in Part III of this Form
   10-K or any amendment to this Form 10-K.   [ X ] 

   The aggregate market value of the common stock held by non-affiliates of
   the Registrant, based on the closing sales price of the Registrant's
   common stock as of May 31, 1997, was  $ 90,413,306.

   Number of shares of common stock, $.01 par value, outstanding as of May
   31, 1997:    4,099,022    

   Documents Incorporated by Reference:
   Portions of FCB Financial Corp. Proxy Statement for the 1997 Annual
   Meeting of Shareholders are  incorporated by reference into Part III
   hereof.

   <PAGE>

                               FCB FINANCIAL CORP.

                     INDEX TO THE ANNUAL REPORT ON FORM 10-K

                    For The Fiscal Year Ended March 31, 1997

   PART I                                                            Page No.

   Item 1    Business                                                    18

   Item 2    Properties                                                  45

   Item 3    Legal Proceedings                                           45

   Item 4    Submission of Matters to a Vote of Security Holders         45


   PART II

   Item 5    Market for Registrant's Common Equity
             and Related Shareholder Matters                             45

   Item 6    Selected Financial Data                                     46

   Item 7    Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                   47

   Item 7A   Quantitative and Qualitative Disclosures About Market Risk  50

   Item 8    Financial Statements and Supplementary Data                 51

   Item 9    Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure                         74


   PART III

   Item 10   Directors and Executive Officers of the Registrant          74

   Item 11   Executive Compensation                                      74

   Item 12   Security Ownership of Certain Beneficial
             Owners and Management                                       74

   Item 13   Certain Relationships and Related Transactions              74


   PART IV

   Item 14   Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K                                     74

   Signatures                                                            75

   <PAGE>

                                     PART I

   Item 1. Business

   General and Merger with OSB Financial Corp.

        FCB Financial Corp. (the "Corporation"), a Wisconsin corporation,
   became the unitary savings and loan holding company for Fox Cities Bank,
   F.S.B. (the "Bank") upon the Bank's conversion from a federal mutual
   savings bank to a federal stock savings bank (the "Conversion").  The
   Conversion was completed on September 23, 1993.  At March 31, 1997, the
   Corporation had total consolidated assets of $271.2 million and
   consolidated shareholders equity of $47.4 million.  The Corporation
   declared quarterly cash dividends of $0.18 per share to shareholders in
   each of the four quarters in the fiscal year ended March 31, 1997, for a
   dividend payout ratio (dividends declared per share divided by net income
   per share) of 71.3% for the most recent fiscal year.  Other financial
   ratios are included in Selected Consolidated Financial Data in Part II,
   Item 6 of this document.  Other than a loan to the FCB Financial Corp.
   Employee Stock Ownership Plan and investing in securities of the same
   nature as the Bank, the Corporation is not engaged in any other business
   activity other than holding the stock of the Bank.  Accordingly, the
   information set forth in this report, including financial statements and
   related data, relates primarily to the Bank and its subsidiaries. 

        The Bank was established in 1893 under the name Twin City
   Building-Loan and Savings Association as a Wisconsin chartered mutual
   savings and loan association.  In June 1952, the name was changed to Twin
   City Savings and Loan Association.  In June 1990, the Bank converted to a
   federally-chartered mutual savings bank and took its present name.   The
   Bank considers its primary market area to be East Central Wisconsin
   (including Winnebago, Outagamie and Calumet counties).

        Effective May 1, 1997, OSB Financial Corp. ("OSB"), a Wisconsin
   corporation, was merged (the "Merger") with and into the Corporation.  The
   Corporation was the surviving corporation in the Merger. The Merger was
   consummated in accordance with the terms of an Agreement and Plan of
   Merger, dated November 13, 1996 (the "Merger Agreement"), between the
   Corporation and OSB. Matters with respect to the Merger were approved by
   shareholders of the Corporation and OSB at special meetings of
   shareholders of such companies held on April 24, 1997.

        Under the terms of the Merger Agreement, each share of common stock,
   $.01 par value, of OSB (the "OSB Common Stock") issued and outstanding
   immediately prior to the effectiveness of the Merger was (except as
   otherwise provided below) cancelled and converted into the right to
   receive 1.46 shares of the common stock, $.01 par value, of the
   Corporation (the "FCB Common Stock") plus cash in lieu of any fractional
   share.  All shares of OSB Common Stock (i) owned by OSB as treasury stock,
   (ii) owned by OSB Management Development and Recognition Plans and not
   allocated to participants thereunder or (iii) owned by the Corporation
   were cancelled and no FCB Common Stock or other consideration was given in
   exchange therefor. Of the 1,157,534 shares of OSB Common Stock issued and
   outstanding at the effective time of the Merger, 48,650 shares were
   cancelled pursuant to the preceding sentence and the remaining 1,108,884
   shares were converted into shares of FCB Common Stock and cash in lieu of
   fractional shares as described above. Shares of FCB Common Stock which
   were issued and outstanding at the time of the Merger were not affected by
   the Merger and remain outstanding. In connection with the Merger, Oshkosh
   Savings Bank, F.S.B., a federally chartered stock savings association and
   subsidiary of OSB, was merged with and into the Bank. The Bank was the
   surviving corporation in that merger. The Bank now operates from thirteen
   different locations, including from its principal executive offices in
   Oshkosh, Wisconsin, as well as from twelve branch office locations in
   Oshkosh, Neenah, Menasha, Appleton, Winneconne, Berlin, Ripon and Wautoma,
   Wisconsin. 

        Pursuant to the terms of the Merger Agreement, directors of OSB,
   namely David L. Baston, Thomas C. Butterbrodt, Dr. Edwin L. Downing, David
   L. Geurden, David L. Omachinski, James J. Rothenbach and Ronald L. Tenpas,
   were added to the Board of Directors of the Corporation effective as of
   the effective time of the Merger. In addition, each of Donald D. Parker,
   James J. Rothenbach, Phillip J. Schoofs, Harold L. Hermansen, and Theodore
   W. Hoff have entered into employment agreements with the Corporation and
   the Bank (the "Employment Agreements"). Pursuant to the Employment
   Agreements, each of the above serves as an officer of the Bank:  Mr.
   Parker serves as Chairman of the Board; Mr. Rothenbach serves as President
   and Chief Executive Officer; Mr. Schoofs serves as Vice President,
   Treasurer and Chief Financial Officer; Mr. Hermansen serves as
   Vice-President - Retail Lending and Secretary; and Mr. Hoff serves as Vice
   President - Retail  Sales and Service. The foregoing individuals also
   serve as officers of the Corporation in accordance with the Employment
   Agreements.

        Additional information regarding the Merger, including historical
   financial statements of OSB and certain pro forma financial data, are
   included in the definitive Joint Proxy Statement/Prospectus of the
   Corporation and OSB, dated March 12, 1997, as well as in a Current Report
   on Form 8-K, dated May 1, 1997, filed by the Corporation with the
   Securities and Exchange Commision in connection with the Merger. The
   financial and other statistical data included in this Annual Report on
   Form 10-K for the Corporation's fiscal year ended March 31, 1997 do not
   give the effect to the Merger. Financial data for the Corporation and OSB,
   combined as of the date of the merger, will be included in the
   Corporation's Quarterly Report on Form 10-Q for the quarter ending June
   30, 1997.

   Business of the Bank

        The business of the Bank consists primarily of attracting savings
   deposits from the general public and using those deposits, together with
   other funds, to originate first mortgage loans on one- to four-family
   homes located in its market area.  The Bank also makes commercial real
   estate, five or more family residential, consumer and residential
   construction loans within its market area.  In addition, the Bank invests
   in mortgage-related and short- and intermediate-term government or
   government agency-backed investment securities and short-term liquid
   assets.  Through its wholly-owned subsidiary, Fox Cities Financial
   Services, Inc., the Bank sells various insurance and investment products
   as well as tax deferred annuities.  Fox Cities Financial Services, Inc.
   also holds a 50% limited partnership interest in a 37-unit apartment
   complex providing housing for low/moderate income and elderly persons in
   Menasha, Wisconsin.  The Bank's other wholly-owned subsidiary, Fox Cities
   Investments, Inc. (a Nevada corporation), holds a portfolio of investment
   and mortgage-related securities.  All of the investments held by the
   subsidiary would be allowable investments if held directly by the Bank.

        The executive offices of the Corporation and the Bank are located at
   420 S. Koeller Street, Oshkosh, Wisconsin 54902, and its telephone number
   is (414) 236-3680.

   Yields Earned and Rates Paid

        The Corporation's earnings depend heavily on the level of net
   interest income, which represents the difference between income on
   interest-earning assets and expense on interest-bearing liabilities.  Net
   interest income depends upon the volume of interest-earning assets and
   interest-bearing liabilities and the interest rate earned or paid on them.

        The following schedule sets forth, for the periods indicated, the
   yield on assets and cost of liabilities expressed both as dollars and
   rates.  Such yields and costs were derived by dividing income or expense
   by the average balance of assets or liabilities, respectively, for the
   periods shown.  Average balances were derived from average daily balances
   for each of the years presented.  The average balance of loans receivable
   includes loans on which the Corporation, at the Bank level, has
   discontinued accruing interest.  Accordingly, non-accruing loans have been
   included in the table as loans carrying a zero yield.  Total
   interest-earning assets are net of discounts and premiums and accrued
   interest receivable, which are non-interest-bearing.  No tax equivalent
   adjustments have been made.

   <TABLE>
   <CAPTION>

                                                                      AVERAGE YIELDS
                                                                   Year Ended March 31,

                                       1997                                1996                                 1995

                         Average     Interest                Average     Interest                 Average     Interest
                       Outstanding    Earned/   Yield/     Outstanding    Earned/   Yield/      Outstanding    Earned/  Yield/
                         Balance       Paid      Rate        Balance       Paid      Rate         Balance       Paid     Rate
                                                                  (Dollars in thousands)
   <S>                  <C>          <C>         <C>        <C>          <C>         <C>         <C>          <C>        <C>
   Interest-earning
    assets:
      Loans receivable  $216,276     $17,358     8.03%      $196,357     $15,719     8.01%       $171,005     $12,854    7.52%
      Loans held for
       sale                4,225         344     8.14          3,076         246     8.00           1,266         108    8.53
      Mortgage-related
       securities         23,879       1,550     6.49         25,663       1,718     6.69          24,262       1,387    5.72
      Investment
       securities held
       to maturity         8,194         462     5.64          9,219         422     4.58          13,666         572    4.19
      Interest-bearing
       deposits            1,012          50     4.94          1,064          60     5.62             756          36    4.76
      Federal Home
       Loan Bank stock     2,955         201     6.80          2,295         154     6.71           1,681         103    6.13
                         -------     -------                 -------     -------                  -------     -------
         Total interest-
          earning assets 256,541      19,965     7.78        237,674      18,319     7.71         212,636      15,060    7.08
                                     -------                             -------                              -------
   Non-interest-earning
    assets:
      Office properties
       and equipment       4,154                               4,324                                4,286
      Other                4,072                               3,751                                2,232
                         -------                             -------                              -------
         Total assets   $264,767                            $245,749                             $219,154
                         =======                             =======                              =======
   Interest-bearing
    liabilities:
      Certificate
       accounts         $105,825       6,297     5.95       $103,014       6,326     6.14         $86,489       4,428    5.12
      Regular
       savings
       accounts           18,361         502     2.73         19,259         466     2.42          23,543         694    2.95
      NOW and
       money market
       accounts           29,325         831     2.83         28,216         836     2.96          29,225         758    2.59
                         -------     -------                 -------     -------                  -------     -------
         Total deposit
          accounts       153,511       7,630     4.97        150,489       7,628     5.07         139,257       5,880    4.22
      Borrowed funds      56,188       3,123     5.56         39,120       2,378     6.08          24,818       1,415    5.70
      Advance payments
       by borrowers for
       taxes and
       insurance           3,819          74     1.94          3,846          75     1.95           3,613          70    1.94
                         -------     -------                 -------     -------                  -------     -------
         Total interest-
          bearing
          liabilities    213,518      10,827     5.07        193,455      10,081     5.21         167,688       7,365    4.39
                                     -------                             -------                              -------
   Non-interest-bearing
    liabilities:
      Other liabilities    4,151                               3,798                                2,831
                         -------                             -------                              -------
         Total
          liabilities    217,669                             197,253                              170,519
      Shareholders'
         equity           47,098                              48,496                               48,635
                         -------                             -------                              -------
         Total 
          liabilities
          and share-
          holders'
          equity        $264,767                            $245,749                             $219,154
                         =======                             =======                              =======
   Net interest
    income                            $9,138                              $8,238                               $7,695
                                     =======                             =======                              =======
   Net interest
    rate spread                                  2.71%                               2.50%                               2.69%
                                                =====                               =====                               =====
   Net earning
    assets               $43,023                             $44,219                              $44,948
                         =======                             =======                              =======
   Net yield on
    average interest-
    earning assets
    ("net interest
    margin")                                     3.56%                               3.47%                               3.62%
                                                =====                               =====                               =====
   Average interest-
    earning assets
    to average 
    interest-bearing
    liabilities                       120.15%                             122.86%                              126.80%
                                     =======                             =======                              =======
   </TABLE>

   Rate/Volume Analysis

        The following table describes the extent to which changes in interest
   rates and changes in the volume of interest-earning assets and
   interest-bearing liabilities have affected the Corporation's interest
   income and interest expense during the periods indicated.  Information is
   provided in each category with respect to (i) changes attributable to
   changes in rate (changes in rate multiplied by prior volume), (ii) changes
   attributable to changes in volume (changes in volume multiplied by prior
   rate), (iii) changes attributable to changes in rate/volume (changes in
   rate multiplied by changes in volume), and (iv) 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>
   <CAPTION>
                                           
                                    Year Ended March 31, 1997               Year Ended March 31, 1996
                                           Compared to                             Compared to
                                    Year Ended March 31, 1996               Year Ended March 31, 1995
                                   Increase (Decrease) Due to              Increase (Decrease) Due to
                                                   Rate/                                   Rate/
                               Rate     Volume    Volume      Net      Rate     Volume    Volume      Net
                                                               
                                                          (Dollars in Thousands)        

   <S>                          <C>     <C>          <C>    <C>         <C>      <C>        <C>      <C>
   Interest-earning assets:
      Loans receivable          $39     $1,596       $4     $1,639      $838     $1,906     $121     $2,865
      Loans held for sale         4         92        2         98        (7)       154       (9)       138
      Mortgage-related
       securities               (51)      (119)       2       (168)      235         80       16        331
      Investment securities
       held to maturity          98        (47)     (11)        40        53       (186)     (17)      (150)
      Interest-bearing
       deposits                  (7)        (3)      -         (10)        7         15        2         24
      Federal Home Loan
       Bank stock                 2         44        1         47        10         38        3         51
                               ----      -----    -----      -----     -----      -----    -----      -----
         Total interest-
          earning assets         85      1,563       (2)     1,646     1,136      2,007      116      3,259

   Interest-bearing
    liabilities:
      Certificate accounts     (196)       173       (6)       (29)      882        846      170      1,898
      Regular savings
       accounts                  60        (22)      (2)        36      (125)      (126)      23       (228)
      NOW and money
       market accounts          (37)        33       (1)        (5)      108        (26)      (4)        78
                               ----      -----    -----     ------     -----      -----    -----      -----
         Total deposits        (173)       184       (9)         2       865        694      189      1,748

      Borrowed funds           (203)     1,038      (90)       745        94        815       54        963
      Advance payments by
       borrowers for taxes
       and insurance             -          (1)      -          (1)       -          5        -           5
                               ----      -----    -----      -----     -----      -----    -----      -----
         Total interest-
            bearing 
            liabilities        (376)     1,221      (99)       746       959      1,514      243      2,716
                               ----      -----    -----      -----     -----      -----    -----      -----
   Change in net interest
    income                     $461       $342      $97       $900      $177       $493    ($127)      $543
                               ====      =====    =====      =====     =====      =====    =====      =====
   </TABLE>


   Asset and Liability Management

        The matching of assets and liabilities may be analyzed by examining
   the extent to which such assets and liabilities are "interest rate
   sensitive" and by monitoring an institution's interest rate sensitivity
   "gap."  An asset or liability is said to be interest rate sensitive within
   a specific time period if it will mature or reprice within that time
   period.  The interest rate sensitivity gap is defined as the difference
   between the amount of interest-earning assets anticipated, based upon
   certain assumptions, to mature or reprice within a specific time period
   and the amount of interest-bearing liabilities anticipated, based upon
   certain assumptions, to mature or reprice within that same time period.  A
   gap is considered positive when the amount of interest rate sensitive
   assets exceeds the amount of interest rate sensitive liabilities.  A gap
   is considered negative when the amount of interest rate sensitive
   liabilities exceeds the amount of interest rate sensitive assets.  During
   a period of rising interest rates, a negative gap would tend to adversely
   affect net interest income while a positive gap would tend to result in an
   increase in net interest income.  Conversely, during a period of falling
   interest rates, a negative gap would tend to result in an increase in net
   interest income while a positive gap would tend to adversely affect net
   interest income. 

        At March 31, 1997, the Bank's one-year gap as a percent of total
   assets was a negative 12.1%.  Management's strategy is to maximize the
   percent of loans which are interest rate sensitive within a three-year
   period.  Although the Bank originates marketable 15- to 30-year fixed rate
   mortgage loans, it is management's current policy (which is subject to
   review and adjustment by the Bank's Board of Directors) not to retain
   those marketable 15-, 20- and 30-year fixed rate loans aggregating in
   excess of $31.0 million, $9.3 million and $17.2 million, respectively.  To
   comply with this policy, fixed rate loans in excess of these amounts are
   sold without recourse in the secondary market with servicing retained by
   the Bank. In addition, the Bank generally purchases adjustable rate
   mortgage-related securities and short- to intermediate-term investment
   securities.  On the liability side, management's goal is to offer a range
   of deposit accounts with maturities of up to five years.  Additionally,
   borrowings are structured to have varying maturities of up to five years.

        The following table sets forth at March 31, 1997 the amounts of
   interest-earning assets and interest-bearing liabilities which are
   anticipated by the Bank management, using certain assumptions, to mature
   or reprice in each of the periods shown.  Except as stated below, the
   amounts of assets and liabilities shown which mature or reprice during a
   particular period were determined in accordance with the contractual terms
   of the asset or liability.  Fixed rate loans and mortgage-related
   securities are shown on the basis of management's estimate of annual
   prepayments, contractual amortization and forecasted prepayment rates
   prepared by major dealers in mortgage-related securities.  Loans and
   securities with adjustable rates are shown as being due in the period
   during which the interest rates are next subject to change.  The Bank has
   assumed that its regular savings, money market and NOW accounts, which
   totaled $47.4 million at March 31, 1997, are withdrawn at the annual rates
   estimated by management at March 31, 1997.  

        Certain shortcomings are inherent in the method of analysis presented
   in the following table.  For example, although certain assets and
   liabilities may have similar maturities or periods to repricing, they may
   react in different degrees to changes in market interest rates.  Moreover,
   the interest rates on certain types of assets and liabilities may
   fluctuate in advance of changes in market interest rates, while interest
   rates on other types may lag behind changes in market rates.  Further, in
   the event of a change in interest rates, prepayment and early withdrawal
   levels would likely deviate significantly from those assumed in
   calculating this table.

   <TABLE>
   <CAPTION>

                                                                      March 31, 1997
                                                          More than      More than     More than
                                                          1 year to     3 years to    5 years to     More than
                                0-6 mos.     7-12 mos.     3 years        5 years      10 years      10 years       Total
                                                                  (Dollars in thousands)
   <S>                          <C>           <C>           <C>           <C>            <C>           <C>         <C> 
   Interest-earning assets:
      Loans receivable          $25,509       $58,131       $73,730       $37,415        $24,000       $2,711      $221,496
      Loans held for sale         3,270            -             -             -              -            -          3,270
      Mortgage-related
       securities:
         available for sale       4,480         1,883            -             -              -            -          6,363
         held to maturity        14,963           925           347           296             -            -         16,531
      Investment securities
         held to maturity            -          2,995         6,000            -              -            -          8,995
      Interest-bearing
       deposits                   4,155            -             -             -              -            -          4,155
      Federal Home Loan
       Bank stock                 3,245            -             -             -              -            -          3,245
                                -------       -------       -------       -------        -------      -------       -------
         Total interest-
          earning assets         55,622        63,934        80,077        37,711         24,000        2,711       264,055
                                -------       -------       -------       -------        -------      -------       -------
   Interest-bearing
    liabilities:
      Certificate accounts       51,495        30,243        21,506         2,536             -            -        105,780
      Regular savings
       accounts                   1,500         1,491         4,542         2,962          3,759        3,339        17,593
      NOW and money market
       deposit accounts           5,550         5,472        10,090         2,700          3,240        2,738        29,790
                                -------       -------       -------       -------        -------      -------       -------
         Total deposits          58,545        37,206        36,138         8,198          6,999        6,077       153,163

   Borrowed funds                53,100            -         10,000         1,800             -            -         64,900
   Advance payments by
    borrowers for taxes
    and insurance                 2,586            -             -             -              -            -          2,586
                                -------       -------       -------       -------        -------      -------       -------
         Total interest-
          bearing liabilities   114,231        37,206        46,138         9,998          6,999        6,077       220,649
                                -------       -------       -------       -------        -------      -------       -------
   Interest sensitivity
    gap per period             ($58,609)      $26,728       $33,939       $27,713        $17,001      ($3,366)      $43,406
                                =======       =======       =======       =======        =======      =======       =======
   Cumulative interest
    sensitivity gap            ($58,609)     ($31,881)       $2,058       $29,771        $46,772      $43,406
                                =======       =======       =======       =======        =======      =======
   Percentage of cumulative
    gap to total earning
    assets                        (22.2)%       (12.1)%        0.8%         11.3%          17.7%        16.4%
                                  =====         =====         =====         =====          =====       ======
   Cumulative ratio of
    interest sensitive
    assets to interest 
    sensitive liabilities        48.69%        78.95%       101.04%       114.34%        121.80%      119.67%
                                =======       =======       =======       =======        =======      =======
   </TABLE>


   Lending Activities

        General.  The Bank, like many other savings institutions, has
   emphasized conventional first mortgage loans secured by one- to
   four-family residential properties.  These loans continue to be the major
   focus of the Bank's lending activities.  The Bank offers a wide variety of
   mortgage loans, including 15-, 20- and 30-year conventional fixed rate
   loans, adjustable rate mortgage (ARM) loans, WHEDA (Wisconsin Housing and
   Economic Development Authority) loans, and WDVA (Wisconsin Department of
   Veterans Affairs) loans.

        In addition to making first mortgage residential loans, and to
   increase the yield and interest rate sensitivity of its portfolio, the
   Bank also originates commercial real estate, five or more family
   residential, consumer and residential construction loans. The Bank has
   concentrated its lending activities in its primary market area. The Bank
   also purchases short- to intermediate-term mortgage-related securities to
   supplement its lending and investment activities and to assist in
   asset/liability management.

        Loan Portfolio Composition. The following table presents information
   (exclusive of loans held for sale) concerning the composition of the
   Bank's loans receivable portfolio in dollar amounts (in thousands) and
   percentages (before deductions for loans in process, unearned interest and
   loan fees, unamortized unrealized losses and allowances for losses) as of
   the dates indicated. 

   <TABLE>
   <CAPTION>

                                                                          March 31,

                                    1997                1996                1995                1994                1993
                              Amount    Percent   Amount    Percent    Amount   Percent   Amount    Percent    Amount     Percent
   <S>                       <C>         <C>     <C>         <C>      <C>        <C>     <C>         <C>       <C>         <C>
   Real Estate Loans:
    One- to four-family
     residential             $132,985    57.96%  $127,426    60.36%   $127,172   66.05%  $102,145    69.01%    $91,475     72.24%
    Five or more family
     residential               12,379     5.40     13,275     6.29      11,346    5.89     10,016     6.77       7,488      5.91
    Commercial                 34,183    14.90     28,636    13.56      25,512   13.25     17,395    11.75      15,735     12.42
    Construction and
     land                      13,885     6.05     13,381     6.34       7,715    4.01      6,717     4.54       2,849      2.25
                              -------   ------    -------   ------     -------  ------    -------   ------     -------   -------
        Total real estate
         loans                193,432    84.31    182,718    86.55     171,745   89.20    136,273    92.07     117,547     92.82
                              -------   ------    -------   ------     -------  ------    -------   ------     -------   -------
   Consumer Loans:
    Home improvement and
     home equity               18,540     8.08     14,912     7.07      12,168    6.33      9,658     6.52       7,017      5.54
    Auto and recreational
     vehicles                  15,635     6.81     11,974     5.67       7,140    3.71        810     0.55         944      0.75
    Educational                 1,186     0.52      1,036     0.49         890    0.46        741     0.50         638      0.50
    Other                         649     0.28        469     0.22         587    0.30        543     0.36         495      0.39
                              -------   ------    -------   ------     -------  ------    -------   ------     -------   -------
        Total consumer
         loans                 36,010    15.69     28,391    13.45      20,785   10.80     11,752     7.93       9,094      7.18
                              -------   ------    -------   ------     -------  ------    -------   ------     -------   -------
            Gross loans 
             receivable       229,442   100.00%   211,109   100.00%    192,530  100.00%   148,025   100.00%    126,641    100.00%
                              -------   ======    -------   ======     -------  ======    -------   ======     -------   =======
   Less:
    Loans in process            5,791               4,307                4,031              3,517                1,963
    Unearned interest
     and loan fees                318                 351                  292                283                  426
    Unamortized
     unrealized losses            432                 479                  525                 -                    - 
    Allowance for loan
     losses                     1,405               1,075                  875                840                  766
                              -------             -------              -------            -------              -------
        Total deductions        7,946               6,212                5,723              4,640                3,155
                              -------             -------              -------            -------              -------
        Total loans, net     $221,496            $204,897             $186,807           $143,385             $123,486
                              =======             =======              =======            =======
   </TABLE>

        The following schedule illustrates the maturities and repricing dates
   of the Bank's loans receivable and loans held for sale at March 31, 1997. 
   The schedule does not reflect the effects of possible prepayments, but
   does reflect reduction for loans in process and the repricing of loans
   with adjustable interest rates.  Construction loans are included in the
   respective categories.  Dollar amounts shown in the schedule are in
   thousands. 

   <TABLE>
   <CAPTION>
                                                                    REAL ESTATE LOANS

                                               One- to Four-Family      Five or more Family
                      Loans Held For Sale       Residential Loans        Residential Loans           Commercial Loans

                                   Weighted                Weighted                    Weighted                Weighted
                                   Average                  Average                    Average                  Average
   Maturity            Amount        Rate      Amount        Rate        Amount          Rate        Amount      Rate

   <S>                 <C>          <C>        <C>            <C>       <C>              <C>         <C>           <C> 
   Six months
    or less                -          -        $24,262        7.58%     $3,444           8.35%       $8,895        8.91%

   More than six
    months though
    one year               -          -         25,317        7.90       4,730           8.48         8,697        8.91

   More than one
    year through
    three years            -          -         20,533        7.23       2,621           8.26        14,419        8.62

   More than three
    years through
    five years             -          -          5,040        7.24       2,351           8.63         3,002        8.19

   More than five
    year through
    ten years              -          -         15,072        7.47          -              -          2,001        8.78

   More than ten
    years through
    twenty years       $1,555       7.17%       30,691        7.28          -              -            166        9.00

   More than
    twenty years        1,715       7.77        15,902        7.77         498           9.50            -           - 
                      -------                  -------                 -------                      -------            
     Total             $3,270       7.48%     $136,817        7.52%    $13,644           8.47%      $37,180        8.73%
                      =======      =====       =======       =====     =======          =====       =======       =====
   Fixed rate          $3,270                  $67,277                  $4,114                         $509

   Variable rate           -                    19,961                   1,356                       19,079
                      -------                  -------                 -------                      -------
   Total due in more
    than one year      $3,270                  $87,238                  $5,470                      $19,588
                      =======                  =======                 =======


   <CAPTION>
                          
                         Consumer Loans               Total
                                   Weighted                Weighted
                                   Average                  Average
   Maturity            Amount        Rate      Amount        Rate
   <S>                 <C>          <C>        <C>            <C>
   Six months
    or less            $3,378       8.94%      $39,979        8.06%

   More than six
    months though
    one year              555       8.21        39,299        8.20

   More than
    one year through
    three years        11,440       8.25        49,013        7.93

   More than three
    years through
    five years         19,746       8.53        30,139        8.29

   More than five
    year through
    ten years             831       7.82        17,904        7.63

   More than ten
    years through
    twenty years           60       8.44        32,472        7.29

   More than
    twenty years           -          -         18,115        7.82
                      -------                  -------
     Total            $36,010       8.46%     $226,921        7.92%
                      =======      =====       =======       =====
   Fixed rate         $32,077                 $107,247

   Variable rate           -                    40,396
                      -------                  -------
   Total due in
    more than
    one year          $32,077                 $147,643
                      =======                  =======
   </TABLE>


        Under the Financial Institutions Reform, Recovery, and Enforcement
   Act of 1989 ("FIRREA"), the aggregate amount of loans that the Bank is
   permitted to make to any one borrower is generally limited to 15% of
   unimpaired capital and surplus, although this limitation is increased to
   25% for loans fully secured by readily marketable collateral and to 30%
   for domestic residential housing development loans.  At March 31, 1997,
   based on the above, the Bank's regulatory loans-to-one-borrower limit for
   most purposes was $9.5 million.  On that date, the Bank had no loans to
   one borrower in excess of this limit.  The Bank's single largest borrower
   on March 31, 1997 had an aggregate of $4.8 million in loans outstanding.

        Loan applications submitted to the Bank are initially accepted and
   considered at various levels of authority.  Loans of less than $250,000 to
   any one borrower whose total outstanding borrowings from the Bank
   (including the proposed loan) would not exceed $500,000 may be approved by
   the In-House Loan Committee of the Bank, which consists of branch
   managers, loan officers and any two of the Assistant Vice President-Branch
   Coordinator, the Vice President-Lending/Secretary and the Chairman of the
   Board/President/Chief Executive Officer.  Loan commitments in excess of
   these limits must be approved by the Board of Directors of the Bank.

        All of the Bank's lending is subject to its written,
   nondiscriminatory underwriting standards and to loan origination
   procedures.  Decisions on loan applications are made on the basis of
   detailed applications and property valuations provided by State of
   Wisconsin certified or licensed appraisers consistent with the Bank's
   written appraisal policy.  The loan applications are designed primarily to
   determine the borrower's ability to repay the loan, and the more
   significant items on the application are verified through use of credit
   reports, financial statements, tax returns and/or confirmations.

        The Bank requires evidence of marketable title and lien position on
   all loans and title insurance on all loans secured by real property, and
   requires fire and extended coverage casualty insurance on substantially
   all loans in amounts at least equal to the principal amount of the loan or
   the value of improvements on the property, depending on the type of loan. 
   The Bank may also require flood insurance to protect the property securing
   its interest.

   One- to Four-Family Residential Real Estate Lending

        The major focus of the Bank's lending program has historically been
   the origination of permanent loans secured by first mortgages on
   owner-occupied one- to four-family residences.  At March 31, 1997, $133.0
   million, or 58.0%, of the Bank's gross loans receivable consisted of
   permanent loans on one- to four-family residences.  Substantially all of
   the residential loans originated by the Bank and currently held in its
   portfolio are secured by properties located in the Bank's primary market
   area.

        The Bank originates ARM loans with interest rates which reset to a
   stated margin over an index based on yields for one-year U.S. Treasury
   Securities ("Treasury ARMs").  At March 31, 1997, the Bank had  $73.6
   million of Treasury ARMs in its residential loan portfolio.  The Bank's
   Treasury ARMs generally establish limits on the amount of the periodic
   interest rate changes.  Decreases or increases in the interest rate on the
   Treasury ARMs are generally limited to 1% to 2% at any annual adjustment
   date with a specified cap (typically 6%) over the life of the loan.  The
   Bank's delinquency experience on its ARM residential loans has been
   similar to its experience on fixed rate residential loans, which
   management believes to have been historically low compared to industry
   standards.

        The Bank also makes fixed rate, fully amortizing loans with
   contractual maturities of up to 30 years.  While the Bank does originate
   fixed rate loans, such loans are, subject to certain threshold amounts,
   originated for sale in the secondary market.  This enables the Bank to
   satisfy the demand for fixed rate loans in its market area while meeting
   its asset/liability management goals.  The amount of fixed rate loans
   originated for retention in the portfolio at any particular time is
   reviewed regularly by management for compliance with the Bank's
   asset/liability management goals.  See "Asset and Liability Management."

        In making residential real estate lending decisions, the Bank
   evaluates both the borrower's ability to make principal, interest and
   escrow payments and the value of the property that will secure the loan. 
   The Bank originates residential mortgage loans with loan-to-value ratios
   of up to 95%.  On most mortgage loans exceeding an 80% loan-to-value ratio
   at the time of origination, the Bank will require private mortgage
   insurance in an amount intended to reduce the Bank's exposure to 75% or
   less of the appraised value of the underlying property.

        The Bank's residential first mortgage loans customarily include
   "due-on-sale" clauses, which are provisions giving the Bank the right to
   declare a loan immediately due and payable in the event the borrower sells
   or otherwise disposes of the real property subject to the mortgage and the
   loan is not repaid.  The Bank enforces due-on-sale clauses to the extent
   permitted under applicable law.

   Commercial Real Estate and Five or More Family Residential Lending

        To enhance the yield of its assets, the Bank originates commercial
   real estate loans and permanent five or more family residential loans,
   substantially all of which are short-term loans or have interest rates
   which are subject to periodic adjustment.  Commercial real estate loans
   made by the Bank include loans secured by retail, warehouse, office and
   health care related facilities.  The five or more family residential loans
   originated by the Bank generally relate to low rise apartment complexes
   with 40 or fewer units.  At March 31, 1997, $46.6 million, or 20.3%, of
   the Bank's gross loans receivable consisted of commercial real estate and
   five or more family residential loans.  On that date, the outstanding
   principal balances on the largest commercial real estate and five or more
   family residential loans were $3.1 million and $1.9 million, respectively. 
   Substantially all of the Bank's commercial real estate and five or more
   family residential loans are secured by properties located within 100
   miles of the Bank's Oshkosh, Wisconsin headquarters.

        The Bank also has purchased a limited number of participation
   interests in one-to-four and five or more family residential loans and
   commercial mortgage loans from other financial institutions in Wisconsin. 
   At March 31, 1997, the Bank had nineteen of such participations
   aggregating $9.9 million.  Substantially all of such participations are
   secured by property located in Wisconsin.

        Commercial real estate and five or more family residential loans are
   generally written in amounts of up to 80% of the appraised value of the
   underlying property.  Appraisals on properties securing commercial real
   estate and five or more family residential loans originated by the Bank
   are performed by a State of Wisconsin certified or licensed appraiser
   designated by the Bank at the time the loan is made.  In addition, the
   Bank's underwriting procedures generally require verification of the rate
   borrowers, personal guarantees are required for all or a portion of
   commercial real estate or multi-family residential loans.  The Bank's
   formal loan underwriting policies require personal financial statements in
   connection with commercial real estate and multi-family residential loans. 
   However, management possesses the discretionary authority to waive the 
   requirement relating to personal guarantees, which authority has been 
   exercised in limited cases where management deemed it appropriate.

        Loans secured by commercial real estate and five or more family
   residential properties generally involve a greater degree of risk than
   one- to four-family residential mortgage loans.  Because payments on loans
   secured by commercial real estate and five or more family residential
   properties are often dependent on successful operation or management of
   the properties, repayment of such loans may be dependent to a greater
   extent on conditions in the real estate market or the economy.

   Consumer Loans

        Management believes that consumer lending is an attractive component
   of a balanced loan portfolio, particularly in light of the shorter loan
   terms and typically higher interest rate yields available with various
   types of consumer loans.  Management also believes that offering consumer
   loan products helps to expand and create stronger ties to the Bank's
   customer base.  At March 31, 1997, the Bank held $36.0 million of consumer
   loans in its gross loans receivable portfolio, or 15.7% of said portfolio.

        The Bank offers a variety of secured consumer loans, including home
   improvement and home equity loans, automobile and recreational vehicle
   loans and educational loans, as well as loans secured by certificates of
   deposit and unsecured consumer loans.  Consumer loan terms vary according
   to the type of collateral, term of the loan and creditworthiness of the
   borrower.  The Bank offers both open-end and closed-end credit.  Open-end
   credit is extended through home equity lines of credit.  This credit line
   product generally bears interest at a variable rate tied to the prime rate
   plus a margin.

        In addition, the Bank began buying automobile loans originated at
   local dealerships (indirect automobile loans) during fiscal 1995. 
   Indirect automobile loans are underwritten and approved by Bank management
   prior to buying the loan.   Indirect automobile loan production totaled
   $10.5 million for the fiscal year ended March 31, 1997.  Included in the
   consumer loan portfolio at March 31, 1997 are indirect automobile loans of
   $13.9 million.  

        The underwriting standards employed by the Bank for all consumer
   loans include a determination of the applicant's payment history on other
   debts and an assessment of the borrower's ability to meet payments on the
   proposed loan along with his or her existing obligations.  Although
   creditworthiness of the applicant is a primary consideration, the
   underwriting process also includes a comparison of the value of the
   security, if any, in relation to the proposed loan amount.

        Consumer loans may entail greater risk than residential mortgage
   loans, particularly in the case of consumer loans which are unsecured or
   secured by rapidly depreciable assets such as automobiles.  In such case,
   any repossessed collateral for a defaulted consumer loan may not provide
   an adequate source of repayment for the outstanding loan balance as a
   result of the greater likelihood of damage, loss or depreciation.  In
   addition, consumer loan collections are dependent on the borrower's
   continuing financial stability, and thus are more likely to be affected by
   adverse personal circumstances.  Furthermore, the application of various
   federal and state laws, including federal and state bankruptcy and
   insolvency laws, may limit the amount which can be recovered on such a
   loan.  Although the level of delinquencies in the Bank's consumer loan
   portfolio has generally been low (approximately 0.09% of the consumer loan
   portfolio was delinquent 60 days or more at March 31, 1997), there can be
   no assurance that the level of delinquencies will not increase in the
   future.

   Residential Construction Lending

        The Bank makes construction loans to individuals for the construction
   of their residences and, to a lesser extent, construction loans to
   builders and developers for the construction of one- to four-family
   residences and other types of properties and the acquisition of land.

        Construction loans to borrowers may convert to permanent loans at the
   end of the construction phase, which typically runs not more than six
   months.  These construction loans require the payment of interest only
   during the construction phase and thereafter have rates and terms which
   are similar to those of any one- to four-family loan offered by the Bank. 
   The interest rate and loan term is established at the time the
   construction is complete.  At March 31, 1997, the Bank had approximately
   $13.9 million in gross construction loans.  Residential construction loans
   are generally underwritten pursuant to the same guidelines used for
   originating permanent residential loans.

        The Bank's construction loan agreements with borrowers generally
   provide that loan proceeds are disbursed in increments as construction
   progresses.  The amount of each disbursement is based on the construction
   cost estimate of a qualified inspector.  Substantially all construction
   loans are made within the Bank's primary market area, and undergo the same
   credit review process as other real estate loans.  As a result, the Bank
   considers the risk of construction loans to be the same as other similar
   real estate loans.

        Construction and land loans are obtained principally through
   continued business from builders who have previously borrowed from the
   Bank as well as walk-in customers and broker referrals.  The application
   process includes a submission to the Bank of accurate plans,
   specifications, and costs of the project to be constructed.  These items
   are used as a basis to determine the appraised value of the subject
   property.  Loans are based on the current appraised value of the property
   to be constructed and/or the costs of construction.  

   Origination, Purchase and Sale of Loans

        As a federally-chartered savings institution, the Bank has general
   authority to make real estate loans secured by properties located
   throughout the United States.  However, at March 31, 1997, substantially
   all of the Bank's loans receivable were secured by real estate located in
   its primary market area of East Central Wisconsin.

        The Bank originates real estate and other loans through internal loan
   production personnel at its offices.  Historically, mortgage loans have
   been originated by the Bank primarily through referrals received from real
   estate brokers, builders, and customers as well as through refinancing of
   loans for existing customers.

        The Bank has, from time to time, purchased loans, mortgage-related
   securities and loan participations to supplement loan originations. 
   Management believes that such loans were underwritten based on standards
   comparable to those used by the Bank.  Although it has no specific plans
   currently, the Bank may purchase loan participations or pools of loans in
   the future.

        As a result of consumer demand in the Bank's primary market area for
   fixed rate mortgage loans in times of relatively low market rates of
   interest, a majority of the mortgage loans originated by the Bank have
   historically been long-term fixed rate mortgage loans.  Substantially all
   of such mortgage loans are originated under terms and conditions which
   will permit their sale in the secondary market.  Consistent with its
   asset/liability management strategy, the Bank sells without recourse a
   majority of its fixed rate mortgage loan production in the secondary
   market.  It is management's current policy (which is subject to review and
   adjustment by the Bank's Board of Directors) to sell those marketable 15-,
   20- and 30-year fixed rate mortgage loans aggregating in excess of $31.0
   million, $9.3 million and $17.2 million, respectively.  At March 31, 1997
   the Bank held $26.3 million, $8.0 million, and $15.8 million in 15-, 20-
   and 30-year fixed rate mortgage loans, respectively. To comply with this
   policy, fixed rate mortgage loans in excess of these amounts are sold
   without recourse in the secondary market.  The Bank's recent sales have
   been made both through forward sales commitments and through sales
   contracts entered into after the Bank has committed to fund the loan.  The
   Bank attempts to limit any interest rate risk created by forward
   commitments by limiting the number of days between the commitment and
   closing, and limiting the amounts of its uncovered commitments at any one
   time.  The Bank retains servicing rights on the loans that it sells.  At
   March 31, 1997, the Bank was servicing $127.3 million of mortgage loans it
   originated and subsequently sold in the secondary market.  Sale of
   mortgage loans with servicing retained provides the opportunity for future
   servicing income and funds for additional lending and other purposes.  For
   the fiscal years ended March 31, 1997, 1996 and 1995, the Bank earned
   servicing fees of $310,000, $304,000 and $296,000, respectively.

        The following table shows the loan origination, purchase, sale and
   repayment activities of the Bank for the periods indicated.

                                          Year Ended March 31,
                                      1997        1996          1995
                                         (Dollars in thousands)
   Gross Loans Receivable:
   At beginning of period          $211,109     $192,530      $148,025
                                    -------      -------       -------
   Loan originations:
      One- to four-family            38,421       45,065        29,559
      Five or more family               763        1,023         1,120
      Commercial real estate            706        3,834         5,398
      Construction                   18,603       19,029        18,488
      Consumer                       30,732       24,735        18,652
                                    -------      -------       -------
        Total loans originated       89,225       93,686        73,217
                                    -------      -------       -------
   Loans purchased:
      Five or more family                -            10           860
      Commercial real estate          2,459          950         1,015
                                    -------      -------       -------
        Total loans purchased         2,459          960         1,875
                                    -------      -------       -------
        Total loans originated
          and purchased              91,684       94,646        75,092
   Principal repayments             (55,063)     (49,910)      (34,563)
   Net (increase) decrease in
    loans held for sale               1,891       (4,453)        9,879
   Sales of fixed rate loans        (20,179)     (21,704)       (5,903)
                                    -------      -------       -------
   At end of period                $229,442     $211,109      $192,530
                                    =======      =======       =======


   Delinquencies and Non-Performing Assets

        When a borrower fails to make a required payment on a mortgage loan,
   the Bank attempts to cure the delinquency by contacting the borrower.  A
   late notice is sent 15 days after the due date and, if necessary, a second
   written notice follows at the end of the month in which the payment was
   due.  Attempts to contact the borrower by telephone begin approximately 20
   days after the payment is due.  Attempts to contact the borrower in person
   increase after the loan reaches the 45th day of delinquency.  If a
   satisfactory response is not obtained, continuous follow-up contacts are
   attempted until the loan has been brought current.  Before the 60th day of
   delinquency, attempts to interview the borrower, preferably face-to-face,
   are made to establish (i) the cause of the delinquency, (ii) whether the
   cause is temporary, (iii) the attitude of the borrower toward the debt,
   and (iv) a mutually satisfactory arrangement for curing the default.

        The mortgaged premises are inspected to determine physical condition
   and occupancy status before recommending further servicing action.  Such
   inspection normally takes place before the 60th day of delinquency.  No
   later than 90 days into the delinquency procedure, the Bank notifies the
   borrower that homeownership counseling is available for eligible
   homeowners.  The notice informs the borrower of counseling provided by
   non-profit organizations.

        In most cases, delinquencies are cured promptly; however, if the
   borrower is chronically delinquent and all reasonable means of inducing
   the borrower to pay on time have been exhausted, foreclosure, deed in lieu
   of foreclosure, or other liquidation in accordance with the terms of the
   security agreement and applicable law is initiated.  If foreclosed upon,
   real property is sold at a public sale, and the Bank usually bids on the
   property to protect its interest.

        Real estate acquired by the Bank as a result of foreclosure or by
   deed in lieu of foreclosure is classified as foreclosed property until it
   is sold.  When real property is acquired, it is recorded at the estimated
   fair value as of the date of acquisition. Subsequently, the foreclosed
   assets are carried at the lower of the newly established cost or fair
   value less estimated selling costs.  After acquisition, all costs incurred
   in maintaining the property are expensed.  Costs relating to the
   improvement of the property are capitalized to the extent of net
   realizable value.

        When a borrower fails to make a required payment on a consumer loan
   by the payment due date, the Bank institutes collection procedures which
   are handled in a generally similar fashion as delinquent mortgage loans,
   except that initial contacts are made when the account is 10 days past
   due.  Personal contacts are generally made when the loan becomes more than
   15 days past due.

        The Board of Directors is informed on a monthly basis as to the
   status of all mortgage and consumer loans that are delinquent, as well as
   the status on all loans currently in foreclosure, and properties acquired
   through foreclosure. 

        Classification of Assets.  Federal regulations require that each
   savings institution classify its own assets on a regular basis.  In
   addition, in connection with examinations of savings institutions, Office
   of Thrift Supervision ("OTS") examiners possess the authority to identify
   problem assets and, if appropriate, require them to be classified.  There
   are three classifications for problem assets:  Substandard, Doubtful and
   Loss.  Substandard assets have one or more defined weaknesses and are
   characterized by the distinct possibility that the institution will
   sustain some loss if the deficiencies are not corrected.  Doubtful assets
   exhibit the same weaknesses as Substandard assets, coupled with a high
   possibility of loss because collection or liquidation in full is
   questionable in light of currently existing facts, conditions and values. 
   An asset classified as Loss is considered uncollectible and of such
   limited value that continuance as an asset of the institution is not
   warranted.  The regulations have also created a Special Mention category,
   consisting of assets which do not currently expose a savings institution
   to a sufficient degree of risk to warrant classification, but do possess
   credit deficiencies or potential weaknesses deserving of management's
   close attention.  Assets classified as Substandard or Doubtful require the
   institution to establish prudent general allowances for loan losses.  If
   an asset or portion thereof is classified as Loss, the institution must
   either establish specific allowances for loan losses in the amount of 100%
   of the portion of the asset classified Loss, or charge off such amount. 
   If an institution does not agree with an examiner's classification of an
   asset, it may appeal this determination to the District Director of the
   OTS.  On the basis of management's review, at March 31, 1997, on a net
   basis, the Bank had $195,000 classified as Doubtful.  Additionally, assets
   classified as Special Mention and Substandard totaled $273,000 and
   $82,000, respectively, at March 31, 1997.  There were no loans classified
   as Loss as of March 31, 1997.  Of the assets classified at March 31, 1997,
   $404,000 were non-performing.  As of March 31, 1997, management believes
   that these asset classifications were consistent with those of the OTS. 
   Management is unaware of any loans not classified where borrowers may have
   possible credit problems which may lead to the inability to comply with
   current terms of the loan.

        Non-Performing Assets. Loans are placed on nonaccrual status
   automatically when either principal or interest is more than 90 days past
   due or earlier if deemed appropriate by management.  Interest accrued and
   unpaid at the time a loan is placed on non-accrual status is charged
   against interest income.  Subsequent payments are either applied to the
   outstanding principal balance or recorded as interest income, depending on
   the assessment of the ultimate collectibility of the loan.

        The following table sets forth the amounts and categories of
   non-performing assets in the Bank's loan portfolio at the dates indicated. 
   For all dates presented, the Bank had no troubled debt restructurings
   (which involve forgiving a portion of interest or principal on any loans
   or making loans at terms materially more favorable than those which would
   be provided to other borrowers) or accruing loans more than 90 days
   delinquent and, for all dates presented, had no assets foreclosed
   in-substance.  Foreclosed assets include assets acquired in settlement of
   loans.


                                            March 31,
                           1997      1996      1995     1994      1993
                                      (Dollars in thousands)

   Non-accruing loans:
     One-to four-family    $379      $212      $243      $178       $63
     Five or more family     -         -         -         -         - 
     Commercial real estate  -         -         -         -         - 
     Consumer and other      25        -         27         8         1
                           ----      ----      ----      ----      ----
        Total               404       212       270       186        64
                           ----      ----      ----      ----      ----
   Foreclosed assets:
     One- to four-family     -         -         -         -        154
     Five or more family     -         -         -         -         - 
     Commercial real estate  -         -         -         -         - 
     Repossessed assets      -        22         -         -         - 
                           ----      ----      ----      ----      ----
        Total                -        22         -         -        154
                           ----      ----      ----      ----      ----
   Total non-performing
    assets                 $404      $234      $270      $186      $218
                           ====      ====      ====      ====      ====
   Total non-performing
    assets as a percentage
    of total assets        0.15%     0.09%     0.11%     0.09%     0.12%
                           ====      ====      ====      ====      ====


   For the years ended March 31, 1997 and 1996, gross interest income which
   would have been recorded had the non-accruing loans been current in
   accordance with their original terms is as follows:

                                          Year Ended March 31
                                       1997                1996
                                        (Dollars in thousands)

   Interest income that would have
     been recorded under original
     terms                              $37                 $10
   Interest income recorded
    during the period                   (18)                 (9)
                                       ----                ----
   Interest forgone                     $19                  $1
                                       ====                ====

        Management has considered the Bank's non-performing,  classified, and
   Special Mention assets as well as the overall risk profile of its loan
   portfolio, expected economic conditions and industry trends in
   establishing its allowance for losses on loans.  As of March 31, 1997,
   there were no specific allowances on these assets.  As a result of
   charge-offs, to the extent necessary, the Bank's related loans and
   foreclosed property balances are carried at an amount not greater than the
   property's estimated fair value less estimated selling costs.

        Allowance for Loan Losses Analysis.  The following table sets forth
   an analysis of the Bank's allowance for loan losses for the periods
   indicated.

                                        Year Ended March 31,
                             1997      1996      1995      1994      1993
                                        (Dollars in thousands)
   Allowance at beginning
    of period              $1,075      $875      $840      $771      $483
   Provision for loan
    losses                    350       200        36        78       397
   Charge-offs:
     Residential real
       estate                  -         -         -         (6)     (109)
     Consumer                 (20)       -         (1)       (3)       - 
                          -------   -------   -------   -------   -------
        Total charge-offs     (20)       -         (1)       (9)     (109)
                          -------   -------   -------   -------   -------
   Recoveries:
     Residential real
      estate                   -         -         -         -         - 
     Consumer                  -         -         -         -         - 
                          -------   -------   -------   -------   -------
        Total recoveries       -         -         -         -         - 
                          -------   -------   -------   -------   -------
        Net charge-offs       (20)       -         (1)       (9)     (109)
                          -------   -------   -------   -------   -------
   Allowance at end
    of period              $1,405    $1,075      $875      $840      $771
                          =======   =======   =======   =======   =======

   Ratio of net charge-offs
    during the period to
    average loans 
    outstanding during
    the period              0.01%       - %       - %     0.01%     0.08%
                          =======   =======   =======   =======   =======

   Ratio of allowance for
    loan losses to total
    net loans and foreclosed 
    properties at end of
    period                  0.63%     0.51%     0.47%     0.59%     0.62%
                          =======   =======   =======   =======   =======


        While management believes that the allowances are adequate and that
   it uses the best information available to determine the allowance for
   losses on loans, unforeseen market conditions could result in adjustments
   and net earnings could be significantly affected if circumstances differ
   substantially from the assumptions used in making the final determination. 
   See Note 5 of the Notes to the Corporation's Consolidated Financial
   Statements included in Part II, Item 8 of this document, which Note is
   incorporated herein by reference.

        The distribution of the Bank's allowance for losses on loans and real
   estate owned at the dates indicated is summarized as follows:

   <TABLE>
   <CAPTION>

                                                                March 31,
                                 1997                             1996                               1995
                    Allowance   Total     Percent   Allowance     Total      Percent    Allowance    Total     Percent
                    for loan     loan     of total   for loan     loan      of total    for loan     loan      of total
                     losses    balances    loans      losses    balances      loans      losses    balances     loans
                                                         (Dollars in thousands)
   <S>              <C>       <C>          <C>        <C>       <C>           <C>         <C>       <C>         <C>
   Real Estate:
     One- to four-
      family          $495    $132,985      57.96%      $438    $127,426       60.36%     $382      $127,172     66.05%
     Five or more
      family           113      12,379       5.40        101      13,275        6.29        99        11,346      5.89
     Commercial        365      34,183      14.90        296      28,636       13.56       228        25,512     13.25
     Construction       -       13,885       6.05         -       13,381        6.34        -          7,715      4.01
   Consumer Loans      342      36,010      15.69        235      28,391       13.45       160        20,785     10.80
   Unallocated          90          -           -          5          -           -          6            -         - 
                   -------     -------    -------    -------     -------     -------   -------       -------  --------
       Total        $1,405    $229,442     100.00%    $1,075    $211,109      100.00%     $875      $192,530    100.00%
                   =======     =======    =======    =======     =======     =======   =======       =======  ========

   <CAPTION>
                                              March 31,             
                                 1994                             1993
                    Allowance   Total     Percent   Allowance     Total      Percent
                    for loan     loan     of total   for loan     loan      of total
                     losses    balances    loans      losses    balances      loans
                                         (Dollars in thousands)          
   <S>                <C>     <C>          <C>          <C>     <C>           <C>
   Real Estate:
     One- to four-
      family          $343    $102,145      69.01%      $350     $91,475       72.23%
     Five or more
      family            60      10,016       6.77         45       7,488        5.91
     Commercial        346      17,395      11.75        275      15,735       12.42
     Construction       -        6,717       4.54         -        2,849        2.25
   Consumer Loans       64      11,752       7.94         45       9,094        7.18
   Unallocated          27          -          -          56          -           - 
                   -------     -------    -------    -------     -------      ------
       Total          $840    $148,025     100.00%      $771    $126,641      100.00%
                   =======     =======    =======    =======     =======      ======
   </TABLE>

   Investment Activities

        The Corporation and the Bank have purchased mortgage-related
   securities to supplement the Bank's loan production, including
   collateralized mortgage obligations ("CMOs"), real estate mortgage
   investment conduits ("REMICs") and other mortgage-related securities
   insured or guaranteed by either the Governmental National Mortgage
   Association, the Federal National Mortgage Association or the Federal Home
   Loan Mortgage Corporation.  Investment decisions on mortgage-related
   securities are made based on management's review of the structure of the
   proposed investment, the expected prepayments of the mortgages underlying
   the investment and the Corporation's specific investment needs.  As of
   March 31, 1997, the Corporation and the Bank held $22.9 million in
   mortgage-related securities, of which $6.4 million were classified as
   available for sale and $16.5 million were classified as held to maturity.
   The Corporation and the Bank anticipate that they will continue to invest
   in mortgage-related securities in the future.

        As a part of their asset/liability management strategy, the
   Corporation and the Bank have also invested in high quality short- and
   intermediate-term investments, including interest-bearing deposits and
   U.S. government and government agency-backed securities.  At March 31,
   1997, the Corporation on a consolidated basis held $4.2 million in
   interest-bearing deposits and $9.0 million of such securities.  The
   Corporation and the Bank have not made any investments in corporate bonds
   or mutual funds although, depending upon market conditions, they may do so
   in the future.  As a borrower of funds from the Federal Home Loan Bank
   ("FHLB") of Chicago, the Bank is required to purchase and maintain stock
   in the FHLB of Chicago.  

        At the time of purchase, the Corporation classifies its investment
   securities, including mortgage-related securities, as held for investment
   or available for sale depending on the intention of management on how the
   security will be used in the asset/liability management process. 

        The following table sets forth the composition of the Corporation's
   consolidated investment portfolio (including FHLB of Chicago stock) at the
   dates indicated.

   <TABLE>
   <CAPTION>
                                                                 March 31,
                                             1997                  1996                      1995
                                     Book          % of       Book        % of       Book            % of
                                     Value        Total      Value       Total       Value           Total
                                                          (Dollars in thousands)

   <S>                             <C>            <C>       <C>         <C>        <C>             <C> 
   Securities Held to Maturity:
     U.S. government securities     $2,996         10.41%    $6,986      20.32%     $11,993         29.56%
     U.S. agency securities          5,999         20.85         -          -            -             - 
     Mortgage-related securities    16,531         57.46     17,850      72.13       26,348         64.93
                                   -------       -------    -------    -------      -------        ------
     Subtotal                       25,526         88.72     24,836      92.45       38,341         94.49
     FHLB stock                      3,245         11.28      2,595       7.55        2,235          5.51
                                   -------       -------    -------    -------      -------        ------
     Total securities held to
        maturity and FHLB stock    $28,771        100.00%   $27,431     100.00%     $40,576        100.00%
                                   =======       =======    =======    =======      =======        ======
   Securities Available for Sale:
     Mortgage-related securities    $6,363        100.00%    $6,906     100.00%     $    -             - %
                                   =======       =======    =======    =======      =======        ======

   </TABLE>

        The composition and contractual maturities as of March 31, 1997 of
   the investment securities portfolio, excluding the FHLB stock, are
   indicated in the following table.

   <TABLE>
   <CAPTION>
                                                                                March 31, 1997
                                    Less than               One to                 Five to                  Over ten
                                    one year              five years              ten years                   years
                                Amount    Yield (1)   Amount      Yield (1)   Amount      Yield (1)     Amount    Yield (1)
                                                                      (Dollars in thousands)
   <S>                          <C>         <C>       <C>            <C>        <C>         <C>       <C>         <C>
   Investment securities
    held to maturity
       - amortized cost         $2,996      5.38%     $5,999         6.09%        -            -          -          -
       - market value            2,989                 5,964                      -                       - 

   Mortgage-related securities
     available for sale (2)
       - amortized cost             -         -           -            -          -            -      $6,490      6.17%
       - market value               -                     -                       -                    6,363

   Mortgage-related securities
     held to maturity (2)
       - amortized cost             -          -         388         8.50       $344         7.88%    15,799      6.64
       - market value               -                    388                     348                  15,877

   <CAPTION>

                                              Total
                                  Amortized              Market
                                    cost                  value

   <S>                              <C>                  <C>
   Investment securities held to
     maturity
       - amortized cost             $8,995
       - market value                                    $8,953

   Mortgage-related securities
     available for sale (2)
       - amortized cost              6,490
       - market value                                     6,363

   Mortgage-related securities
     held to maturity (2)
       - amortized cost             16,531
       - market value                                    16,613
                                   -------              -------
                                   $32,016              $31,929
                                   =======              =======

     (1) Represents the weighted average yield.

     (2) Maturities for mortgage-related securities are final maturity dates; payments are received on a monthly basis and
   expected life is much shorter.

   </TABLE>

   Sources of Funds

        General.  Deposit accounts and borrowed funds have traditionally been
   the principal source of the Bank's funds for use in lending and for other
   general business purposes.  In addition to deposits, the Bank derives
   funds from borrowings from the FHLB of Chicago, loan repayments, the sale
   of fixed rate mortgage loans, earnings on investments and cash flows
   generated from operations.  Scheduled loan payments are a relatively
   stable source of funds, while deposit inflows and outflows and the related
   cost of such funds typically are varied.  Other sources of funds available
   include reverse repurchase agreements.

        Deposit Accounts.  The Bank attracts both short-term and long-term
   deposits from its primary market area by offering a wide assortment of
   accounts and rates.  The Bank offers regular savings accounts, NOW
   accounts, "money market" accounts, fixed interest rate certificate
   accounts with varying maturities, and individual retirement accounts.

        Deposit account terms vary according to the minimum balance required,
   the time period the funds must remain on deposit and the interest rate,
   among other factors.  The Bank has not actively sought deposits outside of
   its primary market area, although it may do so in the future.

        In setting rates, the Bank regularly evaluates (i) its internal costs
   of funds, (ii) the rates offered by competing institutions, (iii) its
   investment and lending opportunities and (iv) its liquidity position.  To
   decrease the volatility of its deposit accounts, the Bank imposes
   penalties on early withdrawals on its certificate accounts.  The Bank does
   not currently have any brokered deposits, but may consider accepting or
   soliciting such deposit accounts in the future.

        The following table sets forth the balances of deposit accounts in
   the various types of deposit programs offered by the Bank at the dates
   indicated.


   <TABLE>
   <CAPTION>
                                                                     March 31,
                                         1997                          1996                          1995

                                       Weighted                      Weighted                      Weighted
                                        Average   Percent             Average   Percent             Average   Percent
                                        Nominal     of                Nominal     of                Nominal      of
                              Amount     Rate      Total    Amount     Rate      Total    Amount     Rate      Total
                                                              (Dollars in thousands)
   <S>                       <C>         <C>      <C>      <C>         <C>      <C>       <C>         <C>      <C>
   NOW accounts:
      Non-interest-bearing   $2,967        - %     1.94%   $2,591        - %     1.72%    $1,626        - %     1.13%
      Interest bearing        9,235      1.61      6.03     8,484      1.61      5.61      7,865      1.85      5.47
   Regular savings accounts  17,593      2.73     11.49    18,896      2.73     12.50     20,275      2.94     14.10
   Money market accounts     17,588      3.98     11.48    17,703      3.82     11.72     16,706      4.09     11.61
   Certificate accounts     105,780      6.08     69.06   103,441      5.95     68.45     97,379      5.79     67.69
                            -------     -----    ------   -------    ------    ------    -------     -----    ------
   Total deposit accounts  $153,163      5.07%   100.00% $151,115      4.95%   100.00%  $143,851      4.91%   100.00%
                            =======     =====    ======   =======    ======    ======    =======     =====    ======
   </TABLE>

        At March 31, 1997, certificate accounts of $100,000 or more amounted
   to $10.5 million.

   The following table indicates the amount of the certificate accounts of
   $100,000 or greater by time remaining until maturity as of March 31, 1997.

                                        Certificate
      Maturity Period                     Accounts
                                   (Dollars in thousands)

      Three months or less         $          3,681
      Four through six months                 2,016
      Seven through twelve months             2,862
      Over twelve months                      1,966
                                           --------    
      Total                        $         10,525
                                           ========    


   For additional information regarding the composition of the Bank's deposit
   accounts, see Note 8 of the Notes to the Corporation's Consolidated
   Financial Statements included in Part II, Item 8 Financial Statements and
   Supplementary Data, which Note is incorporated herein by reference.

        Borrowed Funds.  The Bank's other available sources of funds include
   notes payable to the FHLB of Chicago and collateralized borrowings, both
   of which are analyzed as part of the Bank's  asset/liability management
   program.  As a member of  the FHLB of Chicago, the Bank is authorized to
   apply for borrowings from the FHLB of Chicago.  Each FHLB credit program
   has its own interest rate, which may be fixed or variable, and range of
   maturities.  The FHLB of Chicago may prescribe the acceptable uses for
   these borrowings, as well as limitations on the amount and repayment
   provisions. The borrowings are secured by capital stock of the FHLB of
   Chicago which is owned by the Bank, as well as certain of the Bank's real
   estate loans.  At March 31, 1997, the Bank had $64.9 million of
   outstanding borrowings from the FHLB of Chicago.  Of this amount, $18.1
   million was on the Bank's open line of credit and $46.8 million was in
   term borrowings.  For additional information on borrowed funds, see Note 9
   of the Notes to the Corporation's Consolidated Financial Statements
   included in Part II, Item 8 Financial Statements and Supplementary Data,
   which note is incoporated herein by reference.  The following table sets
   forth information with respect to the borrowing of the Bank.
                                                         
                                                    March 31,            
                                        1997          1996           1995
                                             (Dollars in thousands)      

   FHLB advances:
      Average balance
       outstanding (1)               $56,188       $39,120        $24,818
      Maximum amount outstanding
       at any month-end during
       the period                     64,900        51,900         44,200
      Balance outstanding at
       end of period                  64,900        51,900         42,400
      Average interest rate during
       the period                       5.56%         6.08%          5.70%
      Weighted-average interest rate
       at the end of period             5.59%         5.47%          6.48%

   (1)  Calculated using monthly average balances


   Subsidiary Activities

        As a federally-chartered savings bank, the Bank may invest up to 2%
   of its assets in capital stock and paid in surplus of, and secured or
   unsecured loans to, subsidiary corporations or service corporations (plus
   an additional 1%, if for community purposes).  The Bank has two
   subsidiaries, Fox Cities Financial Services, Inc. and Fox Cities
   Investments, Inc.  Fox Cities Financial Services, Inc., which was
   incorporated in 1956 under the laws of the State of Wisconsin, had total
   assets of $428,000 at March 31, 1997.  The Bank's equity investment in Fox
   Cities Financial Services, Inc. at March 31, 1997 was $406,000.  For the
   year ended March 31, 1997, Fox Cities Financial Services, Inc. recorded
   net income of $82,000.  Its principal activity is the sale of insurance
   and investment products, as well as tax deferred annuities. 

        Fox Cities Financial Services, Inc. also holds a 50% limited
   partnership interest in a 37-unit apartment complex providing housing for
   low/moderate income and elderly persons in Menasha, Wisconsin.  The
   limited partnership interest was acquired by the Bank in 1989 and
   transferred to Fox Cities Financial Services, Inc. in 1992 to comply with
   the provisions of FIRREA.  The investment was analyzed at the time of
   purchase to determine the project's prospects for success.  The project
   has a positive cash flow, although it reports an annual net loss due to
   depreciation expenses.  The project remains an attractive investment,
   however, because of the availability of an annual tax credit of
   approximately $70,000 through 1999.  Fox Cities Financial Services, Inc.'s
   aggregate investment in the apartment project at March 31, 1997 was
   $181,000.

        Fox Cities Investments, Inc. was incorporated in the State of Nevada
   in December, 1995 and commenced operations in February, 1996.  The purpose
   of the subsidiary is to hold and manage a portfolio of investment
   securities.  Fox Cities Investments, Inc. was capitalized by transferring
   mortgage-related securities of $16.3 million and cash of $6,000 from the
   Bank to the subsidiary.  The subsidiary's employees and operations are
   located in Nevada.  Its Board of Directors is comprised of one employee of
   the subsidiary and two executive officers of the Bank.  As of March 31,
   1997, Fox Cities Investments, Inc. had assets totaling $16.5 million and
   net income for the year ended March 31, 1997 of $685,000. 

   Competition

        The Bank faces strong competition both in originating real estate
   loans and in attracting deposits.  Competition in originating real estate
   loans comes primarily from other savings institutions, credit unions,
   commercial banks and mortgage banking firms that also make loans secured
   by real estate located in the Bank's primary market area.  The Bank
   competes for real estate loans principally on the basis of the interest
   rates and loan fees it charges, the types of loans it originates, the
   quality of services it provides to borrowers and its planned retention of
   servicing.

        The Bank also faces substantial competition in attracting deposits
   from other savings institutions, commercial banks, securities firms, money
   market and mutual funds, credit unions and other investment vehicles.  The
   ability of the Bank to attract and retain deposits depends on its ability
   to provide investment opportunities that satisfy the requirements of
   investors as to rate of return, liquidity, risk and other factors.  The
   Bank competes for these deposits by offering a variety of deposit accounts
   at competitive rates, convenient business hours and a customer-oriented
   staff. 

        The authority to offer "money market" deposits, as well as expanded
   lending and other powers authorized for savings institutions by federal
   legislation, has resulted in increased competition for both deposits and
   loans between savings institutions and other financial institutions such
   as commercial banks.

   Employees

        At March 31, 1997, the Bank had a total of 66 full time equivalent
   employees. None of the Bank's employees is represented by any collective
   bargaining group.  Management considers its employee relations to be good.

                                 REGULATION

   General

        The Bank is a federally-chartered savings institution, the deposits
   of which are federally insured (up to applicable regulatory limits) by the
   Federal Deposit Insurance Corporation ("FDIC").  Accordingly, the Bank is
   subject to broad federal regulation and oversight extending to all aspects
   of its operations.  The Bank's primary federal regulator is the Office of
   Thrift Supervision ("OTS").  The Bank is a member of the Federal Home Loan
   Bank of Chicago ("FHLB Chicago") and is subject to certain limited
   regulation by the Board of Governors of the Federal Reserve System (the
   "Federal Reserve Board").  As the savings and loan holding company of the
   Bank, the Corporation also is subject to regulation by the OTS.

   Federal Regulation of Savings Banks

        The OTS has extensive regulatory and supervisory authority over the
   operations of all insured savings institutions, including the Bank.  This
   regulation and supervision establishes a comprehensive framework of
   activities in which the Bank can engage and is intended primarily for the
   protection of the deposit insurance fund and depositors.  It 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 the laws and regulations governing the operations of the Bank
   could have an adverse impact on the Bank and its operations. 

        The OTS also has enforcement authority over all savings institutions
   and their holding companies, including the Bank and the Corporation, and
   their affiliated parties.  This enforcement authority includes, among
   other things, the ability to assess civil money penalties, issue
   cease-and-desist or removal orders and initiate injunctive actions.  In
   general, these enforcement actions may be initiated for violations of laws
   or regulations or for unsafe or unsound practices.  Other actions or
   inactions may provide the basis for enforcement action, including
   misleading or untimely reports filed with the OTS.  Except under certain
   circumstances, public disclosure of final enforcement actions by the OTS
   is required.

        The Bank is required to file periodic reports with the OTS and is
   subject to periodic examinations by the OTS and the FDIC.  When these
   examinations are conducted, the examiners may, among other things, require
   the Bank to provide for higher general or specific loan loss allowances or
   write down the value of certain assets.  The last regular examination of
   the Bank by the OTS was in September, 1996 and the last examination by the
   FDIC was in January, 1992.

        The OTS assesses all savings institutions to fund the operations of
   the OTS.  The general assessment, to be paid on a semi-annual basis, is
   computed upon a savings institution's total assets, including consolidated
   subsidiaries, as reported in the institution's latest Quarterly Thrift
   Financial Report.  The Bank's OTS assessment for the six-month period
   ended December 31, 1996 was $36,163 (based upon the Bank's assets as of
   September 30, 1996 of $267.7 million and the current OTS assessment rate).

   Recent Federal Legislative Developments

        Deposits of the Bank are currently insured by the FDIC under the
   Savings Association Insurance Fund ("SAIF").  The FDIC also maintains the
   Bank Insurance Fund ("BIF"), which primarily insures the deposits of
   commercial banks (and some state savings banks).  Applicable law requires
   that the SAIF and BIF each achieve and maintain a ratio of insurance
   reserves to total insured deposits equal to 1.25%.  The BIF reached this
   1.25% reserve level in 1995, and the FDIC thereafter reduced BIF premiums
   for most banks.  As a result of such reduction, the highest-rated
   BIF-insured institutions pay the statutory annual minimum of $2,000 for
   FDIC insurance.  Premium rates for other BIF-insured institutions
   currently range from $0.03 to $0.27 per $100 of deposits.

        Prior to September 30, 1996, SAIF-member institutions paid deposit
   insurance premiums based on a schedule of $0.23 to $0.31 per $100 of
   deposits, creating a substantial disparity between SAIF and BIF deposit
   insurance premiums.  On September 30, 1996 President Clinton signed into
   law the Deposit Insurance Funds Act of 1996 (the "1996 Deposit Insurance
   Act") which, among other things, provided for the recapitalization of the
   SAIF through a one-time special assessment of approximately 65.7 basis
   points on the amount of deposits held by each SAIF-insured institution as
   of March 31, 1995.  The one-time special assessment payable by the Bank as
   of September 30, 1996, was $970,000.

        As a result of the recapitalization of the SAIF by the special
   assessment, SAIF insurance premiums have been substantially reduced,
   effective as of January 1, 1997, with the highest rated SAIF-insured
   institutions, such as the Bank, paying the statutory minimum of $2,000
   plus 6.4 basis points for payment of the FICO obligations referenced
   below, thereby eliminating the disparity between the premiums paid by SAIF
   and BIF members of equivalent rating (except for the differential in the
   FICO portion of the premiums as described below).

        The 1996 Deposit Insurance Act also provided for full pro rata
   sharing by SAIF and BIF institutions, beginning no later than January 1,
   2000, of the debt service obligation on bonds issued by the federally
   chartered Financing Corporation ("FICO") to fund the thrift rescue plan of
   the late 1980's, and until such time the premiums for BIF and SAIF will
   include a portion for FICO bond debt service of 1.3 and 6.4 basis points,
   for BIF and SAIF respectively, beginning January 1, 1997.  The 1996
   Deposit Insurance Act further provides that the BIF and SAIF will be
   merged on January 1, 1999 if bank and savings association charters are
   merged into a single federal charter by that date, in which case full
   pro-rata sharing of the FICO obligation will commence on that date.

        In addition, on August 1, 1996, legislation was enacted to repeal the
   special bad debt deduction for federal income tax purposes that had been 
   available for qualifying thrifts, such as the Bank, although the balance
   of a thrift's bad debt reserves as of the close of its last taxable year
   beginning prior to January 1, 1988 were exempted so that such balance need
   not be taken into income by affected thrifts.  Such repeal of the bad debt
   deduction may result, on an ongoing basis, in an increase in the Bank's
   federal income tax liability and potentially its Wisconsin state tax
   liability as well.  Management does not believe, however, that such repeal
   will have a material effect on the Bank's operations or its ability to
   compete in the financial services industry.

   Business Activities

        The activities of savings associations are governed by the Home
   Owner's Loan Act of 1933, as amended (the "HOLA") and, in certain
   respects, the Federal Deposit Insurance Act ("FDI Act").  The HOLA and the
   FDI Act were amended by the Financial Institutions Reform, Recovery and
   Enforcement Act of 1989 ("FIRREA") and the Federal Deposit Insurance
   Corporation Improvement Act of 1991 ("FDICIA").  FIRREA and FDICIA contain
   provisions affecting numerous aspects of the operations and regulation of
   federally-insured savings institutions and empower the OTS and the FDIC,
   among other agencies, to promulgate regulations implementing the
   provisions thereof.

        The federal banking statutes as amended by FIRREA and FDICIA (1)
   restrict the solicitation of brokered deposits by troubled savings
   associations that are not well-capitalized, (2) prohibit the acquisition
   of any corporate debt security that is not rated in one of the four
   highest rating categories, (3) restrict the aggregate amount of loans
   secured by non-residential real property to 400% of capital, (4) permit
   savings and loan holding companies to acquire up to 5% of the voting
   shares of non-subsidiary savings associations or savings and loan holding
   companies without prior approval, (5) permit bank holding companies to
   acquire healthy savings associations, and (6) require the federal banking
   agencies to establish, by regulation, standards for extension of credit
   secured by real estate lending.  Under HOLA, the Bank does have the
   authority to make (i) non-conforming loans (loans in excess of the
   specific limitations of HOLA) not exceeding 5.0% of its total assets, and
   (ii) construction loans without security for the purpose of financing what
   is expected to be residential property not to exceed, in the aggregate,
   the greater of total capital or 5.0% of its total assets.  To assure
   repayment of such loans, the Bank relies substantially on the borrower's
   general credit standing, personal guarantees and projected future income
   on the properties.  No loans have been made by the Bank pursuant to this
   authority.

   Brokered Deposits; Interest Rate Limitations

        FDIC regulations promulgated under FDICIA govern the acceptance of
   brokered deposits by insured depository institutions.  The capital
   position of an institution determines whether and with what limitations an
   institution may accept brokered deposits.  A "well capitalized"
   institution (one that significantly exceeds specified capital ratios) may
   accept brokered deposits without restriction.  "Undercapitalized"
   institutions (those that fail to meet minimum regulatory capital
   requirements) may not accept brokered deposits and "adequately
   capitalized" institutions (those that are not "well capitalized" or
   "undercapitalized") may only accept such deposits with the consent of the
   FDIC.  "Adequately capitalized" institutions may apply for a waiver by
   letter to the FDIC.  An institution that is not "well capitalized," even
   if meeting minimum capital requirements, may not solicit brokered or other
   deposits by offering interest rates that are significantly higher than the
   relevant local or national rate as determined under the regulations.  The
   Bank meets the definition of a "well capitalized" institution and,
   therefore, may accept brokered deposits without restriction.  At March 31,
   1997, the Bank had no brokered deposits.

   Uniform Lending Standards

        Under FDICIA, federal bank regulators are required to adopt uniform
   regulations prescribing standards for extensions of credit that are
   secured by liens on interests in real estate or made for the purpose of
   financing the construction of a building or other improvements to real
   estate.  Under current regulations, savings institutions must adopt and
   maintain written policies that establish appropriate limits and standards
   for extensions of credit that are secured by liens on or interests in real
   estate or are made for the purpose of financing permanent improvements to
   real estate.  These policies must establish loan portfolio diversification
   standards, prudent underwriting standards (including loan-to-value limits)
   that are clear and measurable, loan administration procedures and
   documentation, approval and reporting requirements.  The real estate
   lending policies must reflect consideration of the Interagency Guidelines
   for Real Estate Lending Policies that have been adopted by federal bank
   regulators.

   Standards for Safety and Soundness

        As required by FDICIA and subsequently amended by the Riegle
   Community Development and Regulatory Improvement Act of 1994, the OTS and
   other federal banking regulators have adopted interagency guidelines
   establishing standards for safety and soundness for depository
   institutions on matters such as internal controls and audit systems, loan
   documentation, credit underwriting, interest-rate risk exposure, asset
   growth, asset quality, earnings and compensation and other benefits.  The
   agencies may request a compliance plan from any institution which fails to
   meet one or more of the standards.  

   Branching by Federally Chartered Banks

        OTS rules permit nationwide branching by federally chartered savings
   institutions to the extent permitted by federal statute, subject to OTS
   supervisory clearance.  This permits institutions with interstate networks
   to diversify their loan portfolios and lines of business.  OTS authority
   preempts any state law purporting to regulate branching by federal savings
   institutions.  However, subject to certain exceptions, federal law
   continues to prohibit branching which would result in formation of a
   multiple savings and loan holding company controlling savings institutions
   in more than one state, unless the statutory law of the additional state
   specifically authorizes acquisition of its state-chartered institutions by
   state-chartered institutions or their holding companies in the state where
   the acquiring institution or holding company is located.

   Insurance of Accounts and Regulation by the FDIC

        The Bank is a member of the SAIF deposit insurance fund of the FDIC. 
   Savings deposits are insured up to applicable limits by the FDIC and such
   insurance is backed by the full faith and credit of the United States
   government.  In its capacity as an insurer, the FDIC imposes deposit
   insurance premiums and is authorized to conduct examinations of, and to
   require reporting by, FDIC- insured institutions.  It also may prohibit
   any FDIC insured institution from engaging in any activity that the FDIC
   determines by regulation or order to pose a serious risk to the FDIC. 
   Under the FDI Act and FIDICIA, the FDIC also has the authority to initiate
   enforcement actions against savings institutions, after giving the OTS an
   opportunity to take such action, and may terminate an institution's
   deposit insurance if it determines that the institution has engaged or is
   engaging in unsafe or unsound practices, or is in an unsafe or unsound
   condition.  Management does not know of any practice, condition or
   violation of the Bank that could lead to termination of deposit insurance
   for the accounts of the Bank.

        FDICIA required the FDIC to implement a risk-based deposit insurance
   assessment system.  Pursuant to this requirement, the FDIC has adopted a
   risk-based assessment system under which all insured depository
   institutions are placed into one of nine assessment risk classifications
   and assessed insurance premiums based upon their level of capital and
   supervisory evaluation.  The FDIC assigns an institution to one of three
   capital categories consisting of (i) well capitalized, (ii) adequately
   capitalized or (iii) undercapitalized, and one of three supervisory
   subcategories.  The supervisory subgroup to which an association is
   assigned is based on a supervisory evaluation provided to the FDIC by the
   association's primary federal regulator and information which the FDIC
   determines to be relevant to the association's financial condition and the
   risk posed to the deposit insurance funds (which may include, if
   applicable, information provided by the association's state supervisor). 
   An association's assessment rate depends on the capital category and
   supervisory category to which it is assigned.  The FDIC is
   authorized to increase assessment rates, on a semiannual basis, if it
   determines that the reserve ratio of the SAIF will be less than the
   designated reserve ratio of 1.25% of SAIF insured deposits.  In setting
   these increased assessments, the FDIC must seek to restore the reserve
   ratio to that designated reserve level, or such higher reserve ratio as
   established by the FDIC.  In addition, under FDICIA, the FDIC may impose
   special assessments on SAIF members to repay amounts borrowed from the
   United States Treasury or for any other reason deemed necessary by the
   FDIC.  The 1996 Deposit Insurance Act described above imposed a one time
   assessment (approximately .657% of SAIF deposits as of March 31, 1995) on
   SAIF insured institutions such as the Bank in order to cause the SAIF to
   achieve the designated reserve ratio of 1.25% of SAIF insured deposits. 
   See "Recent Federal Legislative Developments" above.

        As of March 31, 1997, the Bank had an aggregate of $157.6 million of
   deposit accounts covered by deposit insurance and was classified as well
   capitalized and healthy.  For the fiscal year ended on such date, the Bank
   paid an annual insurance premium of .23% of deposits for the first nine
   months and thereafter, commencing as of January 1, 1997, the insurance
   premium rate for the Bank and the other most highly rated SAIF
   institutions was reduced (pursuant to the 1996 Deposit Insurance Act) to
   the statutory minimum premium of $2,000 (plus .064% of deposits for
   payment of the FICO obligations).  

        On October 5, 1994 the FDIC issued an "Advance Notice of Proposed
   Rulemaking" pursuant to which the FDIC is soliciting comments on whether
   the deposit-insurance assessment base currently provided for in the FDIC's
   assessment regulations should be redefined.  Under current law insurance
   premiums paid to the FDIC are calculated by multiplying the institution's
   assessment base (which equals total domestic deposits, as adjusted for
   certain elements) by its assessment rate.  Based on the risk-based deposit
   insurance system, developments in the financial services industry, changes
   in the activities of depository institutions and other factors, the FDIC
   seeks comments on whether the assessment base should be redefined.  The
   FDIC has stated that review of the definition of "assessment base" does
   not signal any intent to change the total dollar amount of assessments
   collected, but that such redefinition may impact the assessments paid on
   an institution-by-institution basis.  Until final regulations are adopted
   affecting the definition of an institution's assessment base, management
   of the Corporation cannot predict what impact such regulation may have on
   Bank operations.

   Regulatory Capital Requirements

        Federally-insured savings institutions, such as the Bank, are
   required to maintain certain minimum levels of regulatory capital.  The
   OTS has established three different capital standards: (i) a 1.5%
   "tangible capital" standard; (ii) a 3% "leverage ratio" (or core capital
   ratio); and (iii) an 8% "risk-based capital" standard.  These capital
   requirements must be generally as stringent as the comparable capital
   requirements for national banks.  The OTS is also authorized to impose
   capital requirements in excess of these standards on individual
   institutions on a case-by-case basis.  Savings institutions must meet all
   of the standards in order to comply with the capital requirements.

        The following table summarizes the Bank's capital ratios and the
   ratios required by federal regulations at March 31, 1997:

                                                                      Risk-
                                        Tangible        Core          Based
                                        Capital        Capital       Capital
                                               (Dollars in thousands)

      Bank's regulatory percentage       14.12%        14.12%          24.23%
      Required regulatory percentage      1.50          3.00            8.00
                                         -----         -----           -----
      Excess regulatory percentage       12.62%        11.12%          16.23%
                                         =====         =====           =====
      Bank's regulatory capital        $38,030       $38,030         $39,522
      Required regulatory capital        4,039         8,077          13,050
                                        ------        ------          ------
      Excess regulatory capital        $33,991       $29,953         $26,472
                                        ======        ======          ======

        The capital standards established by the OTS require tangible capital
   of at least 1.5% of adjusted total assets (as defined by regulation). 
   Tangible capital generally includes common stockholders' equity (including
   retained earnings) and certain noncumulative perpetual preferred stock and
   related surplus, less equity and debt investments in subsidiaries which
   are not "includable" subsidiaries.  For this purpose all subsidiaries
   engaged solely in activities permissible for national banks or engaged
   solely in mortgage banking or in certain other activities solely as agent
   for its customers are "includable" subsidiaries.  The Bank's wholly-owned
   subsidiary, Fox Cities Investments, Inc., is an includable subsidiary. 
   The Bank's other wholly-owned subsidiary, Fox Cities Financial Services,
   Inc., is not an includable subsidiary and, accordingly, its assets are not
   included in the Bank's assets and capital for purposes of determining the
   Bank's regulatory capital.   In addition, all intangible assets, other
   than a limited amount of mortgage servicing rights, must be deducted from
   tangible capital.  At March 31, 1997, the Bank did not have any intangible
   assets subject to deduction under this requirement.

        The OTS capital standards also require core capital equal to at least
   3% of adjusted total assets.  Core capital generally consists of tangible
   capital plus certain intangible assets, including mortgage servicing
   rights and purchased credit card relationships (subject to certain
   valuation and other percentage limitations).  As a result of the prompt
   corrective action provisions of FDICIA and OTS regulations thereunder
   discussed below, however, a savings association must maintain a
   corecapital ratio of at least 4% to be considered adequately capitalized
   unless it is rated a composite 1 (the highest rating) under the "CAMELS"
   rating system for savings institutions, in which case it is allowed to
   maintain a 3% core capital ratio.  At March 31, 1997, the Bank had no
   purchased credit card relationships or mortgage servicing rights included
   in core capital.

        The OTS risk-based capital standard requires savings institutions to
   have total capital of at least 8% of risk-weighted assets.  Total capital
   consists of core capital (subject to certain exclusions described below)
   and supplementary capital, minus the amount of its interest rate risk
   ("IRR") component discussed below.  Supplementary capital consists of
   certain types of subordinated debt, certain nonwithdrawable accounts and
   certain other capital instruments that do not qualify as core capital and
   a portion of an institution's general valuation loan and lease loss
   allowances up to a maximum of 1.25% of risk-weighted assets. 
   Supplementary capital may be used to satisfy the risk-based requirement
   only up to the amount of core capital.  At March 31, 1997, the Bank had
   not issued any capital instruments that qualified as supplementary capital
   and had $1.4 million of general valuation loan and lease loss allowances
   included in supplementary capital.

        Certain exclusions from capital and assets are required to be made
   for the purpose of calculating total capital, in addition to the
   adjustments required for calculating core capital.  Such exclusions
   consist of equity investments (as defined by regulation) and that portion
   of land loans and nonresidential construction loans in excess of an 80%
   loan-to-value ratio and reciprocal holdings of qualifying capital
   instruments.  At March 31, 1997, the Bank had no such investments which
   were required to be excluded.

        In determining the amount of risk-weighted assets, all assets,
   including certain off-balance sheet items, are multiplied by a risk weight
   ranging from 0% to 100%, as assigned by the OTS capital regulation, based
   on the risks OTS believes are inherent in the type of asset.  

        A savings association whose measured interest rate risk (IRR)
   exposure exceeds 2% must deduct an IRR component in calculating its total
   capital for purposes of determining whether it meets its risk-based
   capital requirement.  The IRR component is an amount equal to the product
   of (i) 50% of the difference between its measured interest-rate risk
   exposure and 2%, multiplied by (ii) the estimated economic value of its
   total assets.  This exposure is a measure of the potential decline in the
   Net Portfolio Value ("NPV") of a savings institution that would result
   from a hypothetical 200 basis point increase or decrease (except when the
   3-month Treasury bond equivalent yield is less than 4%, in which case the
   decrease will be one-half such Treasury rate) in market interest rates
   (whichever results in a lower NPV) divided by the estimated economic value
   of assets (calculated in accordance with certain OTS guidelines).  The OTS
   will calculate changes in an institution's NPV from data submitted by the
   institution in a schedule to its Quarterly Thrift Financial Report.  Net
   Portfolio Value is the present value of expected cash flows from assets,
   liabilities and off-balance sheet contracts.  Management does not expect
   this rule to have a material impact of the Bank.

        Pursuant to FDICIA, in December of 1994 the federal banking agencies,
   including the OTS, also adopted final regulations authorizing the agencies
   to require a depository institution to maintain additional total capital
   to account for concentration of credit risk and the risk of
   non-traditional activities, as well as an institution's ability to monitor
   and control such risks.  While no quantitative measure will be generally
   applicable, the OTS is given authority to require individual institutions
   to maintain higher capital levels than those required under the
   quantitative tests described above, based upon such institution's
   particular concentration of credit risk and risks arising from
   nontraditional activities, as identified by OTS from time to time. 
   Management does not believe that the Bank has any concentrations of credit
   or is engaged in any non-traditional activities which in either case are
   likely to cause the OTS to require the Bank to maintain additional capital
   under this regulation.  

   Prompt Corrective Action Requirements

        FDICIA establishes a system of prompt corrective action to resolve
   the problems of undercapitalized institutions.  Under this system, federal
   bank regulators are required to take certain supervisory actions with
   respect to undercapitalized institutions, the severity of which depends
   upon the institution's degree of capitalization.  FDICIA establishes the
   following 5 capital categories:  "well capitalized", "adequately
   capitalized", "undercapitalized", "significantly undercapitalized", and
   "critically undercapitalized."  Generally, subject to narrow exceptions,
   FDICIA requires federal bank regulators to appoint a receiver or
   conservator for an institution that is critically undercapitalized and
   prohibits such institution from making any payment of principal or
   interest on its subordinated debt.  FDICIA authorizes federal bank
   regulators to specify the ratio of tangible capital to assets at which an
   institution becomes critically undercapitalized and requires that ratio to
   be no less than 2% of total assets.

        Under OTS regulations, an institution is deemed to be
   "undercapitalized" if it has a total risk-based capital ratio of less than
   8%, a Tier 1 risk-based capital ratio of less than 4% or (generally) a
   leverage ratio of less than 4%.  An institution which has a total
   risk-based capital ratio of less than 6%, a Tier 1 risk-based capital
   ratio of less than 3% or a leverage ratio of less than 3% is deemed to be
   "significantly undercapitalized", and an institution which has a ratio of
   tangible equity (as defined in the regulations) to total assets that is
   equal to or less than 2% is deemed to be "critically undercapitalized".  
   In addition, the OTS is effectively authorized to downgrade an institution
   to a lower capital category than the institution's capital ratios would
   otherwise indicate, based upon safety and soundness considerations, such
   as when the institution has received a less-than-satisfactory examination
   rating for asset quality, management, earnings or liquidity under the
   OTS's "CAMELS" rating system for savings institutions.

        Subject to limited exceptions, savings institutions are prohibited
   from declaring dividends, making any other capital distribution or paying
   management fees to controlling persons if, after giving effect thereto,
   the institution would be undercapitalized.  Undercapitalized institutions
   are also subject to certain mandatory supervisory actions, including
   increased monitoring, required capital restoration planning and restricted
   growth, and acquisition and branching restrictions.  Significantly and
   critically undercapitalized institutions face even more severe
   restrictions.

        At March 31, 1997, the Bank was "well capitalized" as defined under
   the OTS regulations and, accordingly, was not subject to the foregoing
   limitations and restrictions placed upon undercapitalized institutions.

   Limitations on Dividends and Other Capital Distributions

        OTS regulations impose various restrictions and requirements on
   savings institutions with respect to their ability to pay dividends or
   make other capital distributions (such as stock redemptions or
   repurchases, cash-out mergers, interest payments on certain convertible
   debt and other transactions charged to the capital account).  

        The OTS utilizes a three-tiered approach to permit savings
   institutions, based on their capital level and supervisory condition, to
   make capital distributions.  Generally, an institution that before and
   after the proposed distribution meets or exceeds its "fully phased in
   capital requirements" (a "Tier 1 institution") and has not been informed
   by OTS that it is in need of more than normal supervision, may, after 30
   days prior notice to but without the approval of the OTS, make capital
   distributions during any calendar year equal to the higher of (a) 100% of
   its net income for the year-to-date plus the amount that would reduce by
   50% its "surplus capital ratio" (the percentage by which the institution's
   ratio of total capital to assets exceeds the ratio of its fully phased-in
   capital requirement to assets) at the beginning of the calendar year or
   (b) 75% of its net income over the most recent four-quarter period.  Any
   additional capital distributions would require prior regulatory approval. 
   The Bank currently meets the requirements for a Tier 1 institution and has
   not been notified of a need for more than normal supervision.  In the
   event the Bank were to fail to satisfy such standards, its ability to make
   capital distributions would 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.

        Tier 2 institutions, which are institutions that before and after the
   proposed distribution meet or exceed their current minimum capital
   requirements but do not meet their fully phased-in capital requirements,
   may make capital distributions up to 75% of their net income for the most
   recent four-quarter period after notice is given to the OTS and no
   objection is made by the OTS within a 30-day period.  Tier 3 institutions,
   which are institutions that do not meet current minimum capital
   requirements, that propose to make a capital distribution, and Tier 1 and
   Tier 2 institutions which propose to make a capital distribution in excess
   of the noted safe harbor levels described above, must obtain OTS approval
   prior to making such a distribution.

   Liquidity

        Each savings institution, including the Bank, is required to maintain
   an average daily balance of liquid assets for each calendar month equal to
   a certain percentage of the sum of its average daily balance of net
   withdrawable deposit accounts and short-term borrowings for the
   immediately preceding calendar month.  This average liquidity requirement
   may be changed from time to time by the OTS (between 4% and 10%),
   depending upon economic conditions and deposit flows of all savings
   institutions.  At the present time, the minimum average liquidity
   requirement is 5%.  In addition, the average daily balance of short term
   liquid assets (e.g., cash, certain time deposits, certain bankers
   acceptances and short-term United States Treasury obligations) must
   currently constitute at least 1% of an institution's average daily balance
   of net withdrawable deposit accounts and current borrowings for the
   preceding calendar month.  Monetary penalties may be imposed for a
   violation of either liquidity ratio requirement.  At March 31, 1997, the
   Bank was in compliance with both liquidity requirements, with an average
   liquidity ratio of 5.16% and a short-term liquidity ratio of 2.67%.

   Qualified Thrift Lender Test

        All savings institutions, including the Bank, are required to meet a
   qualified thrift lender ("QTL") test to avoid certain restrictions on
   their operations.  This test requires a savings institution to maintain at
   least 65% of its portfolio assets (which consist of total assets less (i)
   intangibles, (ii) properties used to conduct the savings institution's
   business and (iii) liquid assets no exceeding 20% of total assets) in
   qualified thrift investments on a monthly average for nine out of every
   twelve months on a rolling basis.  As of March 31, 1997, the Bank was in
   compliance with the QTL requirements.

        Generally, qualified thrift investments consist of loans to purchase,
   construct or improve residential housing, home equity loans and
   mortgage-related securities secured by residential housing, small business
   loans, credit card loans and student loans, as well as certain obligations
   of the FDIC and stock in any Federal Home Loan Bank.  Certain other loans
   and investments may be included up to a maximum aggregate limit of 20% of
   portfolio assets.

        Any savings institution that fails to meet the QTL test must either
   convert to a national bank charter (and pay the applicable exit and
   entrance fees involved in converting from one insurance fund to another)
   or become subject to numerous operating restrictions.  

   Loans-to-One-Borrower Limit

        Under the HOLA, savings associations are subject to maximum
   loans-to-one- borrower limits applicable to national banks.  In general, a
   savings institution may make loans-to-one- borrower in an amount up to the
   greater of $500,000 or 15% of the institution's unimpaired capital and
   unimpaired surplus (plus an additional 10% of its unimpaired capital and
   unimpaired surplus for loans fully secured by certain readily marketable
   collateral).  At March 31, 1997, the Bank's lending limit for
   loans-to-one-borrower not fully secured by marketable collateral was $5.7
   million.  Under the HOLA, a broader limitation (the lesser of $30 million
   or 30% of unimpaired capital and unimpaired surplus) is provided under
   certain circumstances and subject to OTS approval, for loans to develop
   domestic residential housing units.  In addition, under HOLA as limited by
   OTS regulation, a savings institution may provide purchase money mortgage
   financing in connection with the sale by it of real property acquired in
   satisfaction of debts previously contracted in good faith without regard
   to the loans-to-one-borrower limitation provided that no new funds are
   advanced and the institution is not placed in a more detrimental position
   than if it had held the property.  The Bank is in compliance with these
   loans-to-one-borrower limitations.

   Transactions with Affiliates; Loans to Insiders

        Transactions between savings institutions and their affiliates are
   governed by Sections 23A and 23B of the Federal Reserve Act.  With certain
   limited exceptions, an affiliate of a savings institution is any company
   or entity which controls, is controlled by or is under common control with
   the savings institution.  In a holding company context, the parent holding
   company of a savings institution (such as the Corporation) and any
   companies which are controlled by such parent holding company are
   affiliates of the savings institution.  Generally, Sections 23A and 23B
   (i) limit the extent to which the savings institution or its subsidiaries
   may engage in "covered transactions" with any one affiliate to an amount
   equal to 10% of such institution's capital stock and surplus, and contain
   an aggregate limit on all such transactions with all affiliates of 20% of
   capital stock and surplus and (ii) require that all such transactions be
   on terms substantially the same, or at least as favorable to the
   institution or subsidiary, as those provided to a non-affiliate.  The term
   "covered transaction" includes the making of loans, purchase of assets,
   issuance of a guarantee and other similar types of transactions.  In
   addition to the restrictions imposed by Sections 23A and 23B, no savings
   institution may (a) loan or otherwise extend credit to an affiliate,
   except for an affiliate which engages only in activities which are
   permissible for bank holding companies, or (b) purchase or invest in any
   stocks, bonds, debentures, notes or similar obligations of any affiliate,
   except for affiliates which are subsidiaries of the savings institution.In
   addition, Sections 22(g) and (h) of the Federal Reserve Act place
   restrictions on loans by savings institutions to executive officers,
   directors and principal stockholders of the institution and their related
   interests ("insiders").  Under Section 22(h), loans to an insider of a
   savings institution (other than a shareholder of which the savings
   institution is a subsidiary) or to a director, executive officer or
   greater than 10% shareholder of the company that controls the savings
   institution, and certain affiliated interests of any such person, may not
   exceed, together with all other outstanding loans to such person and
   affiliated interests of such person, the institution's
   loans-to-one-borrower limit.  Section 22(h) also requires that loans to
   insiders be made on substantially the same terms offered in, and applying
   underwriting policies and procedures no less stringent than those applied
   to, comparable transactions with persons who are not insiders or employees
   and requires prior approval of a majority of the institution's board (with
   the interested party abstaining) for certain loans.  In addition, the
   aggregate amount of extensions of credit by a savings institution to all
   insiders, and directors, executive officers and greater than 10%
   shareholders of a company that controls the savings institution and their
   related interests, cannot exceed the institution's unimpaired capital and
   surplus.

   Federal Reserve System

        Regulation D of the Federal Reserve Board requires all depository
   institutions to maintain non-interest bearing reserves at specified levels
   against their transaction accounts, (primarily checking, NOW and certain
   other accounts that permit payments or transfers to third parties) and
   non-personal time deposits (including certain money market deposit
   accounts).  These reserve levels are subject to adjustment from time to
   time by the Federal Reserve Board.  At March 31, 1997, the Bank was in
   compliance with these reserve requirements.  The balances maintained to
   meet the reserve requirements imposed by the Federal Reserve Board may be
   used to satisfy liquidity requirements that may be imposed by the OTS. 
   See "Liquidity."

        Federal Home Loan Bank System members such as the Bank are authorized
   to borrow from the Federal Reserve Bank "discount window," but Federal
   Reserve Board regulations require institutions to exhaust other reasonable
   alternative sources of funds, including FHLB borrowings, before borrowing
   from the Federal Reserve Bank.

   Federal Home Loan Bank System

        The Bank is a member of the FHLB Chicago, which is one of twelve
   regional FHLBs that administer the home financing credit function of
   savings institutions throughout the United States.  Each FHLB serves as a
   reserve or central bank for its members within its assigned region.  The
   FHLB makes loans to members (i.e. advances) in accordance with policies
   and procedures established by the board of directors of the FHLB.  These
   policies and procedures are subject to the regulation and oversight of the
   Federal Housing Finance Board.  All loans from the FHLB are required to be
   fully secured by sufficient collateral as determined by the FHLB.  In
   addition, all long-term loans may be made only for the purpose of
   providing funds for residential home financing.  At March 31, 1997, the
   Bank had $64.9 million in advances from the FHLB Chicago.

        As a member of the FHLB Chicago, the Bank is required to purchase and
   maintain stock in the FHLB Chicago.  At March 31, 1997, the Bank had $3.2
   million in FHLB stock, which satisfied this requirement.  In past years,
   the Bank has received dividends on its FHLB stock.  The dividend rate on
   such FHLB stock in fiscal 1997 was 6.8%.

        Under federal law, the FHLBs are required to provide funds for the
   resolution of troubled savings institutions and to contribute to low- and
   moderately-priced housing programs through direct loans or interest
   subsidies on advances targeted for community investment and affordable
   housing projects.  These contributions may adversely affect the level of
   dividends paid by FHLBs to their members and could also result in the
   FHLBs imposing a higher rate of interest on advances to their members. 
   Any such reduction in dividends paid or increase in the rate charged on
   advances could have an adverse affect on the Bank's net interest income
   and the value of FHLB Chicago stock held by the Bank.  A reduction in
   value of the Bank's FHLB stock may result in a corresponding reduction in
   the Bank's shareholders' equity.

   Holding Corporation Regulation

        The Corporation is a unitary savings and loan holding company subject
   to regulatory oversight by the OTS.  As such, the Corporation is required
   to register and file reports with the OTS and is subject to regulation and
   examination by the OTS.  In addition, the OTS has enforcement authority
   over the Corporation and its non-savings institution subsidiaries, which
   authority permits the OTS to restrict or prohibit activities that are
   determined to be a serious risk to the subsidiary savings bank.  The
   regulations of the OTS are primarily concerned with the safety and
   soundness of the institutions under its jurisdiction rather than the
   protection of such institutions' shareholders.

        As a unitary savings and loan holding company, the Corporation
   generally is not subject to activity restrictions.  However, if the
   Corporation were to acquire control of another savings institution and
   hold it as a separate subsidiary, the Corporation would become a multiple
   savings and loan holding company, and the activities of the Corporation
   and any of its subsidiaries (other than the Bank or any other SAIF-insured
   savings institution) would become subject to such activity restrictions
   unless such other institutions each qualified as a QTL and were acquired
   in a supervisory acquisition.  Among other things, no multiple savings and
   loan holding company or subsidiary thereof which is not a savings
   institution may commence or continue for more than a limited period of
   time after becoming a multiple savings and loan holding company or
   subsidiary thereof, any business activity, except upon prior notice to,
   and no objection by, the OTS, other than:  (i) furnishing or performing
   management services for a subsidiary savings institution; (ii) conducting
   an insurance agency or escrow business; (iii) holding, managing, or
   liquidating assets owned by or acquired from a subsidiary savings
   institution; (iv) holding or managing properties used or occupied by a
   subsidiary savings institution; (v) acting as trustee under deeds of
   trust; (vi) those activities authorized by regulation as of March 5, 1987
   to be engaged in by multiple savings and loan holding companies; or (vii)
   unless the Director of the OTS by regulation prohibits or limits such
   activities for savings and loan holding companies, those activities
   authorized by the FRB as permissible for bank holding companies.  Those
   activities described in (vii) above must also be approved by the Director
   of the OTS prior to being engaged in by a multiple savings and loan
   holding company.

        If the Bank were to fail the QTL test, the Corporation would have to
   obtain the approval of the OTS prior to continuing, directly or through
   its other subsidiaries, any business activity other than those approved
   for multiple savings and loan holding companies or their subsidiaries.  In
   addition, within one year of such failure, the Corporation would have to
   register as, and would become subject to, the restrictions applicable to
   bank holding companies.  The activities authorized for a bank holding
   company are more limited than are the activities authorized for a unitary
   or multiple savings and loan holding company.  The Corporation
   must obtain approval from the OTS before acquiring control of more than 5%
   of the voting shares of any other SAIF-insured institution or savings and
   loan holding company.  Such acquisitions are generally prohibited if they
   result in a multiple savings and loan holding company controlling savings
   institutions in more than one state.  However, such interstate
   acquisitions are permitted based on specific state statutory authorization
   in the state of the target institution or in a supervisory acquisition of
   a failing savings institution.

   Community Reinvestment Act

        Under the Community Reinvestment Act ("CRA"), as implemented by OTS
   regulations, a savings institution has a continuing and affirmative
   obligation consistent with its safe and sound operation to help meet the
   credit needs of its entire community, including low and moderate income
   neighborhoods.  The CRA does not establish specific lending requirements
   or programs for financial institutions nor does it limit an institution's
   discretion to develop the types of products and services that it believes
   are best suited to its particular community, consistent with the CRA.  The
   CRA requires the OTS, in connection with its examination of a savings
   institution, to assess the institution's record of meeting the credit
   needs of its community and to take such record into account in its
   evaluation of certain applications by such institution.  An institution is
   assigned one of four overall ratings:  "outstanding", "satisfactory",
   "needs improvement" or "substantial noncompliance".  The CRA also requires
   all institutions to make their CRA ratings available to the public.  The
   Bank's latest CRA rating, received in August, 1995, was "Satisfactory".

        In 1995, the OTS and other federal financial supervisory agencies
   issued a final revised regulation to implement the CRA.  The revised
   regulation, which is being phased in over a period of time and will become
   fully effective on July 1, 1997, eliminates the twelve assessment factors
   under the prior regulation and substitutes a performance based evaluation
   system.

        Pursuant to the revised regulation, an institution's performance in
   meeting the credit needs of its entire community, as required by the CRA,
   will generally be evaluated under three tests: the "lending test"; the
   "investment test"; and the "service test".

        The lending test analyzes lending performance using five criteria:
   (i) the number and amount of loans in the institution's assessment area,
   (ii) the geographic distribution of lending, including the proportion of
   lending in the assessment area, the dispersion of lending in the
   assessment area, and the number and amount of loans in low-, moderate-,
   middle- and upper- income areas in the assessment area, (iii) borrower
   characteristics, such as the income level of individual borrowers and the
   size of businesses or farms, (iv) the number and amount, as well as the
   complexity and innovativeness, of an institution's community development
   lending and (v) the use of innovative or flexible lending practices in a
   safe and sound manner to address the credit needs of low- or
   moderate-income individuals or areas.  The investment test analyzes
   investment performance using four criteria:  (i) the dollar amount of
   qualified investments, (ii) the innovativeness or complexity of qualified
   investments, (iii) the responsiveness of qualified investments to credit
   and community development needs, and (iv) the degree to which the
   qualified investments made by the institution are not routinely provided
   by private investors.  The service test analyzes service performance using
   six criteria: (i) the institution's branch distribution among low-,
   moderate-, middle-, and upper-income areas, (ii) its record of opening and
   closing branches, particularly in low- and moderate- income areas, (iii)
   the availability and effectiveness of alternative systems for delivering
   retail banking services, (iv) the range of services provided in low-,
   moderate-, middle- and upper-income areas and extent to which those
   services are tailored to meet the needs of those areas, (v) the extent to
   which the institution provides community development services, and (vi)
   the innovativeness and responsiveness of community development services
   provided.

        Small institutions, which are defined as institutions with less than
   $250 million in total assets which are either independent or are
   affiliates of a holding company with banking and thrift assets of less
   than $1 billion, will continue to be evaluated under a streamlined
   assessment method that would exempt them from new data collection and
   reporting requirements.  

        As an alternative to the lending, service and investment tests, an
   institution may submit to the OTS for approval its own "strategic plan",
   developed with community input, describing in detail the manner in which
   it proposes to meet its CRA obligations.  If the plan is approved by OTS
   and the institution has operated under the plan for at least one year, the
   institution will be evaluated based upon its achieving the goals and
   benchmarks outlined in the plan.

        Institutions not eligible for the small institution streamlined
   assessment method are required to collect and report data on a variety of
   matters, including originations and purchases of home mortgage, small
   business and small farm loans, and certain information on community
   development loans.  Collection of information on consumer loans is
   optional.

        The data collection requirements under the revised regulation became
   effective January 1, 1996, and the reporting requirements became effective
   January 1, 1997.  Evaluations under the lending, investment and service
   tests will generally begin July 1, 1997, although evaluations under the
   small institution performance standards, which will not utilize newly
   required data, began January 1, 1996.   

        The OTS is required to prepare annually and make available to the
   public individual CRA Disclosure Statements for each reporting thrift
   institution.  Each institution must place its CRA Disclosure Statement in
   its public file within three days of receipt of the Statement from the
   OTS.  Each institution is required to maintain one copy of its public file
   in each state in which it has its main office or a branch.  

        Management does not believe that the revised CRA regulations will
   materially impact the operations of the Bank.

   Federal Securities Law

        The common stock of the Corporation is registered with the Securities
   Exchange Commission ("SEC") under Section 12(g) of the Securities Exchange
   Act of 1934, as amended (the "Exchange Act").  The Corporation is,
   therefore, subject to the periodic reporting, proxy solicitation and
   tender offer rules, insider trading restrictions and other requirements
   under the Exchange Act.

        Shares of Corporation common stock held by persons who are affiliates
   (generally officers, directors and principal shareholders) of the
   Corporation may not be sold without registration under the Securities Act
   of 1933, as amended, unless sold in accordance with certain resale
   restrictions.  If the Corporation meets specified current public
   information requirements, each affiliate of the Corporation is, subject to
   certain limitations, able to sell in the public market, without
   registration, a limited number of shares in any three-month period.

   Executive Officers of the Registrant

        The following table sets forth the executive officers of the
   Corporation, each of whom is also an executive officer of the Bank.  The
   executive officers of the Corporation are elected annually by the Board of
   Directors of the Corporation.


   Name                                Age         Position With Corporation

   Donald D. Parker                    58          Chairman of the Board and
                                                   Director

   James J. Rothenbach                 47          President, Chief
                                                   Executive Officer and
                                                   Director

   Harold L. Hermansen                 46          Vice President - Retail
                                                   Lending and Secretary

   Phillip J. Schoofs                  41          Vice President, Treasurer
                                                   and Chief Financial
                                                   Officer 

   Theodore W. Hoff                    50          Vice President - Retail
                                                   Sales and Services

        Donald D. Parker has served as Chairman of the Board of the
   Corporation and the Bank since May 1, 1997.  Mr. Parker served as Chairman
   of the Board, President and Chief Executive Officer of the Corporation
   from its incorporation in 1993 unitil May 1, 1997.  Mr. Parker has served
   as Chairman of the Board of the Bank since 1986, and from 1980 to May 1,
   1997.  Mr. Parker was also President and Chief Executive Officer of the
   Bank.  Mr. Parker joined the Bank in 1967.  Mr. Parker has served as a
   director of the Corporation since its incorporation in 1993 and as a
   director of the Bank since 1978.

        James J. Rothenbach has served as the President and Chief Executive
   Officer of the Corporation and the Bank since May 1, 1997.  Mr. Rothenbach
   was the President and Chief Executive Officer of OSB and Oshkosh Savings
   Bank, F.S.B. from June 1995 until joining the Corporation and the Bank in
   connection with the Merger.  Mr. Rothenbach was the President and Chief
   Executive Officer of Bank One, Stevens Point, Wisconsin, from February
   1990 until June 1995.  Mr. Rothenbach was appointed a director of the
   Corporation and the Bank on May 1, 1997.  Prior thereto, he had served as
   a director of OSB since 1995.

        Harold L. Hermansen has served as Vice President - Lending and
   Secretary of the Bank since 1987.  He joined the Bank in 1983 and has a
   total of twenty-two years of experience in the financial industry.  Mr.
   Hermansen has served in his current position with the Corporation since
   its incorporation in 1993.

        Phillip J. Schoofs has served as Vice President-Finance and Treasurer
   of the Bank since 1989.  Prior thereto he served as Treasurer of the Bank
   from 1985 to 1989 and as Assistant Treasurer from 1984 to 1985.  Mr.
   Schoofs joined the Bank after serving five years with a national
   accounting firm.  Mr. Schoofs is a certified public accountant and has
   served as Vice President, Treasurer and Chief Financial Officer of the
   Corporation since May 1, 1997.  Prior to that, he served as Vice
   President, Treasurer of the Corporation since its incorporation in 1993.

        Theodore W. Hoff has served as Vice President - Retail Sales and
   Services of the Corporation and the Bank since May 1, 1997.  Prior
   thereto, he was Vice-President- Retail Sales and Services of Oshkosh
   Savings Bank, F.S.B. since 1980.

   Item 2.      Properties

        The following table sets forth information relating to each of the
   Corporation's offices as of March 31, 1997.  Management believes such
   properties to be adequate for the present operation of the business of the
   Corporation and the Bank.  

                             Owned            Year          Net Book Value
     Location              or Leased    Acquired/Leased   at March 31, 1997

   Home Office:
     108 East Wisconsin Avenue Owned          1965           $612,000
     Neenah, Wisconsin

   Branch Offices:
     1065 South Lake Street    Owned          1974            276,000
     Neenah, Wisconsin

     130 Main Street           Leased*        1987             19,000
     Menasha, Wisconsin

     2000 South Memorial Drive Owned          1980            862,000
     Appleton, Wisconsin

     110 Fox River Drive       Owned          1988            943,000
     Appleton, Wisconsin

     W3160 County Road KK      Owned          1994            943,000
     Appleton, Wisconsin


     *The lease on this property expires May 31, 2000, subject to a five-year
   renewal option held by the Bank.

        As a result of the Merger, seven offices were added in the following
   Wisconsin locations:  Oshkosh (2), Appleton, Winneconne, Berlin, Ripon and
   Wautoma. All offices are owned except for Ripon and Wautoma, which are
   leased. 

   Item 3.     Legal Proceedings

        Although the Bank is, from time to time, involved in various legal
   proceedings in the normal course of business, there are no material legal
   proceedings to which the Corporation, the Bank or any subsidiary is a
   party, or to which any of their property is subject.  To the Corporation's
   knowledge, there are no material legal proceedings to which any director,
   officer, affiliate or more than 5% shareholder of the Corporation (or any
   associate of the foregoing persons) is a party adverse to the Corporation,
   the Bank or any subsidiary or has a material interest adverse to the
   Corporation, the Bank or any subsidiary. 

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

        No matters were submitted to a vote of security holders during the
   fourth quarter of the fiscal year ended March 31, 1997.


                                     PART II

   Item 5.     Market for Registrant's Common Equity and Related Shareholder
   Matters

        The Corporation's common stock is currently being traded on the
   Nasdaq Stock Market under the symbol of FCBF.  See Supplemental
   Consolidated Financial Information in Part II, Item 8 of this document for
   information on stock price ranges, which information is incorporated
   herein by reference.  

        As of March 31, 1997, there were approximately 979 registered
   shareholders of record owning  a total of 2,463,803 common shares.  

        The Corporation declared quarterly dividends of $.15 per share in
   the fiscal year ended March 31, 1996 and $.18 per share in each of the
   quarters in the fiscal year ended March 31, 1997.  The Board of Directors
   of the Corporation intends to consider the payment of cash dividends on
   the common stock on a quarterly basis, but the declaration of future
   dividends will necessarily be dependent upon business conditions, the
   earnings and financial position of the Corporation and the Bank, and such
   other matters as the Board of Directors deems relevant.  The Corporation's
   ability to pay dividends is limited by regulatory and other requirements
   which require the Bank to maintain minimum levels of capital.  See Note 12
   to Consolidated Financial Statements included in Part II, Item 8 Financial
   Statements and Supplementary Data, which Note is incorporated herein by
   reference.

   Item 6.  Selected Financial Data

   SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

   Set forth below are selected consolidated financial and other data.  The
   financial data are derived in part from, and should be read in conjunction
   with, the Consolidated Financial Statements and Notes thereto presented
   elsewhere in this Annual Report on Form 10-K.

                                             At March 31,
                              1997      1996      1995      1994      1993
                                         (Dollars in thousands)

   Selected Financial Data:
   Total assets             $271,185  $255,660  $239,305   $196,443 $182,166
   Loans receivable - Net    221,496   204,897   186,807    143,385  123,486
   Loans held for sale
    - Net                      3,270     5,161       708     10,102   17,678
   Investment securities
    held to maturity
    (includes FHLB stock)     12,240     9,581    14,228     15,367    1,387
   Mortgage-related
    securities available
    for sale                   6,363     6,906        -          -        - 
   Mortgage-related
    securities held
    to maturity               16,531    17,850    26,348     17,309   19,370
   Cash and cash equivalents   4,628     4,792     4,773      4,567   15,014
   Foreclosed properties and
    properties subject to
    foreclosure                   -         -         -          -       210
   Deposit accounts          153,163   151,115   143,851    138,208  154,492
   Borrowed funds             64,900    51,900    42,400      4,000       - 
   Shareholders' equity       47,432    47,192    48,017     49,497   21,603


                                            Year Ended March 31,
                                1997      1996      1995      1994      1993
                                           (Dollars in thousands,
                                         except per share amounts)

   Selected Operations Data:
   Total interest and
    dividend income          $19,965   $18,319   $15,060    $13,491  $14,133
   Total interest expense     10,827    10,081     7,365      6,652    8,261
                              ------    ------    ------     ------   ------
      Net interest income      9,138     8,238     7,695      6,839    5,872
   Provision for loan losses     350       200        36         76      368
                              ------    ------    ------     ------   ------
      Net interest income
        after provision for
        loans losses           8,788     8,038     7,659      6,763    5,504
                              ------    ------    ------     ------   ------
   Gain (loss) on sale of
    loans and foreclosed
    property - Net               288        80       (57)       193      493
   Other noninterest income      699       685       654        615      593
                              ------    ------    ------     ------   ------
      Total noninterest income   987       765       597        808    1,086
                              ------    ------    ------     ------   ------
   Operating expenses:
      Compensation, payroll
        taxes and other 
        employee benefits      2,437     2,288     2,172      1,819    1,604
      Other                    3,233     2,291     2,208      2,024    1,889
                              ------    ------    ------     ------   ------
      Total operating expenses 5,670     4,579     4,380      3,843    3,493
                              ------    ------    ------     ------   ------
   Income before provision
    for income taxes and 
    cumulative effect of
    change in accounting
    principle                  4,105     4,224     3,876      3,728    3,097
   Provision for income taxes  1,665     1,667     1,493      1,427    1,297
                              ------    ------    ------     ------   ------
   Income before cumulative
    effect of change in
    accounting principle       2,440     2,557     2,383      2,301    1,800
                              ------    ------    ------     ------   ------
   Cumulative effect of change
    in accounting principle       -         -         -         140       - 
                              ------    ------    ------     ------   ------
   Net income                 $2,440    $2,557    $2,383     $2,441   $1,800
                              ======    ======    ======     ======   ======
   Earnings per share          $1.01     $1.01     $0.93      $0.84      N/A
                              ======    ======    ======     ======   ======
   Dividends declared
    per share                  $0.72     $0.60     $0.45      $0.12      N/A
                              ======    ======    ======     ======   ======

                                            Year Ended March 31,
                                1997      1996      1995      1994      1993

   Selected Financial Ratios
    and Other Data:
   Performance Ratios
   Return on average assets     0.92%     1.04%    1.09%      1.27%    1.00%
   Return on average equity     5.18%     5.27%    4.90%      6.37%    8.67%
   Dividend payout ratio       71.29%    59.41%   48.39%     14.29%     N/A
   Shareholders' equity to
    total assets               17.49%    18.46%   20.07%     25.20%   11.86%
   Average shareholders'
    equity to average assets   17.79%    19.73%   22.19%     19.02%   11.55%
   Net interest spread          2.71%     2.50%    2.69%      2.86%    2.85%
   Net interest margin          3.56%     3.47%    3.62%      3.67%    3.39%
   Net interest income to
    operating expenses        161.16%   179.91%  175.68%    177.96%  169.91%
   Average interest-earning
    assets to average
    interest-bearing
    liabilities               120.15%   122.86%  126.80%    123.30%  111.35%
   Asset Quality Ratios
   Non-performing assets to
    total assets                0.15%     0.09%    0.11%      0.09%    0.12%
   Allowance for loan losses
    to loans and foreclosed
    properties                  0.63%     0.51%    0.47%      0.59%    0.62%
   Facilities
   Number of full-service
    offices                        6         6        6          5        5


   Item 7.  Management's Discussion and Analysis of Financial Condition and
   Results of Operations

   General

        Management's discussion and analysis of financial condition and
   results of operations is intended to assist in understanding the financial
   condition and results of operations of the Corporation and the Bank as of
   and for the year ended March 31, 1997.  The information contained in this
   section should be read in conjunction with the Consolidated Financial
   Statements and Supplementary Data , the accompanying Notes to such
   Consolidated Financial Statements and the other sections contained in Part
   II, Item 8 of this document.

   Results of Operations

        The Corporation's consolidated results of operations are dependent
   primarily on the Bank's net interest income, which is the difference
   between the interest income earned on its loans, mortgage-related
   securities and investments and the Bank's cost of funds, consisting of
   interest paid on its deposits and borrowings.  The operating results are
   also affected to a lesser extent by the Bank's loan servicing fees,
   commissions on insurance sales, service charges for customer services and
   gains or losses on the sale of loans.  The operating expenses principally
   consist of the Bank's employee compensation and benefits, occupancy
   expenses, federal deposit insurance premiums and other general and
   administrative expenses.  The results of operations are also significantly
   affected by general economic and competitive conditions, particularly
   changes in market interest rates, government policies and actions of
   regulatory authorities.

   Comparison of Operating Results for the Years Ended March 31, 1997 and
   1996.

        General.  Net income for the fiscal year ended March 31, 1997
   increased 18.7% to $3.0 million from $2.6 million for the year ended March
   31, 1996, before considering the effect of a special one-time deposit
   insurance assessment.  This assessment on the thrift industry generally
   was made to recapitalize the Savings Association Insurance Fund of the
   Federal Deposit Insurance Corporation.  The assessment on the Corporation
   amounted to $970,000 on a pretax basis and reduced net income for the year
   ended March 31, 1997 by $596,000.  After considering the effect of the
   special assessment, net income for fiscal 1997 was $2.4 million or
   decreased $200,000 less than 1996 net income.   The increase in net income
   prior to the special assessment was primarily attributable to an increase
   of $900,000 in net interest income and an increase of $222,000 in total
   noninterest income.  These items were partially offset by an increase of
   $150,000 in the provision for loan losses, and an increase of $121,000 in
   total operating expenses prior to consideration of the special assessment.

        Net Interest Income.  Net interest income increased to $9.1 million
   in fiscal 1997 from $8.2 million in fiscal 1996.  The increase was
   attributable to a $1.7 million increase in total interest and dividend
   income which was partially offset by an increase of $746,000 in total
   interest expense.  The increase in total interest and dividend income was
   related to the increase in the average outstanding balance of total
   interest-earning assets to $256.5 million for fiscal 1997 from $237.7
   million for fiscal 1996 and the increase in the yield on these assets to
   7.78% in fiscal 1997 from 7.71% in fiscal 1996.  The increase in total
   interest expense resulted from an increase in the average outstanding
   balance of total interest-bearing liabilities from $193.4 million for
   fiscal 1996 to $213.5 million for fiscal 1997 and was partially offset by
   a decrease in the cost of these funds from 5.21% in fiscal 1996 to 5.07%
   in fiscal 1997.  Further discussion of the components of the increases in
   interest earning assets and interest bearing liabilities is included in
   the Financial Condition section below.

        Provision for Loan Losses.  The Bank's provision for loan losses
   increased to $350,000 during the fiscal year ended March 31, 1997 from
   $200,000 for the fiscal year ended March 31, 1996.  In fiscal 1997,
   management continued to establish loan loss allowance percentages for each
   component of the Bank's loan portfolio based on management's judgment
   regarding, among other factors, historical loss experience with respect to
   the various components of the Bank's loan portfolio and the economic
   conditions existing in the Bank's primary market area.  The increase in
   the loan loss provision for fiscal 1997 related principally to increases
   in the adjustable rate mortgage and consumer loan portfolios, as well as
   the commercial real estate portfolio.  It is management's opinion that no
   unusual risk factors were apparent in the Bank's loan portfolio and that
   the general economic conditions existing in the Bank's primary market area
   were generally as favorable as those being experienced in many areas of
   the United States during fiscal 1997.  Charge-offs amounted to $20,000 in
   fiscal year 1997.  There were no charge-offs in the year ended March 31,
   1996.  Nonperforming loans totaled $404,000 and $234,000 at March 31, 1997
   and 1996, respectively.  Based on past experience and future expectations,
   management believes the loan loss allowance of $1.4 million at March 31,
   1997 is adequate.

        Noninterest Income.  Noninterest income totaled $987,000 for fiscal
   1997 compared to $765,000 in fiscal 1996, an increase of 29.0%.  The
   increase resulted primarily from an increase in the gain on sale of loans
   to $288,000 in fiscal 1997 from $80,000 in the fiscal year ended 1996. 
   The increase in gain on sale of loans was primarily attributable to the
   new accounting method which was required for loan sales in fiscal year
   1997.  This new accounting method resulted in a gain for the year ended
   March 31, 1997 of approximately $202,000 more than the gain which would
   have been recorded using the previous accounting method.  For additional
   information on the accounting change, see "Impact of New Accounting
   Pronouncements and Regulatory Policies" below.  In fiscal 1997, the Bank
   also continued to reduce its loss exposure in the sale of loans by
   entering into sale commitments prior to extending credit on certain
   mortgage loans.

        Operating Expenses.  Operating expenses increased to $4.7 million in
   fiscal 1997 (prior to the special deposit insurance assessment) from $4.6
   million in fiscal 1996.  The increase resulted primarily from an increase
   in compensation, payroll taxes and other employee benefits of $149,000,
   which was partially offset by a decrease in occupancy expenses of $46,000. 
   Normal salary increases caused the above-mentioned increase in
   compensation, payroll taxes and other employee benefits.  The decreased
   occupancy expenses are primarily the result of lower depreciation expense
   on furniture and equipment in fiscal 1997 due to assets becoming fully
   depreciated during the year.  Also contributing to the lower occupancy
   expenses were lower  property tax assessments on buildings and equipment. 
   After consideration of the special deposit insurance assessment of
   $970,000, operating expenses increased $1.1 million.

   Comparison of Operating Results for the Years Ended March 31, 1996 and
   1995.

        General.  Net income for the fiscal year ended March 31, 1996
   increased 8.3% to $2.6 million compared to the prior year amount of $2.4
   million.  The increase in net income was primarily attributable to an
   increase of $543,000 in net interest income and an increase of $168,000 in
   total noninterest income.  These items were partially offset by an
   increase of $164,000 in the provision for loan losses, an increase of
   $199,000 in total operating expenses and an increase of $174,000 in the
   provision for income taxes.

        Net Interest Income.  Net interest income increased to $8.2 million
   in fiscal 1996 from $ 7.7 million in fiscal 1995.  The increase was
   attributable to a $3.2 million increase in total interest and dividend
   income which was partially offset by an increase of $2.7 million in total
   interest expense.  The increase in total interest and dividend income was
   related to the increase in the average outstanding balance of total
   interest-earning assets to $237.7 million for fiscal 1996 from $212.6
   million for fiscal 1995 and the increase in the yield on these assets to
   7.71% in fiscal 1996 from 7.08% in fiscal 1995.  The increase in total
   interest expense resulted from an increase in the average outstanding
   balance of total interest-bearing liabilities for fiscal 1996 to $193.4
   million from $167.7 million for fiscal 1995 and an increase in cost of
   these funds to 5.21% in fiscal 1996 from 4.39% in fiscal 1995.  In
   addition, despite the declining interest rate environment experienced
   during fiscal 1996, many of the Corporation's assets and liabilities which
   repriced in fiscal 1996 increased in yield and cost, respectively, when
   compared to their pre-adjustment rates, which had been set during the very
   low interest rate environment of fiscal 1994 and early fiscal 1995.

        Provision for Loan Losses.  During the fiscal year ended March 31,
   1996, the Bank's provision for loan losses increased to $200,000 from
   $36,000 for the fiscal year ended March 31, 1995.  In fiscal 1996,
   management continued to establish loan loss allowance percentages for each
   component of the Bank's loan portfolio based on management's judgment
   regarding, among other factors, historical loss experience with respect to
   the various components of the Bank's loan portfolio and the economic
   conditions existing in the Bank's primary market area.  The increase in
   the loan loss provision for fiscal 1996 related principally to increases
   in the commercial and consumer loan portfolios.  There were no charge-offs
   on loans in fiscal 1996 compared to $1,000 in fiscal 1995.  Nonperforming
   loans totaled $234,000 and $270,000 at March 31, 1996 and 1995,
   respectively.

        Noninterest Income.  Noninterest income for fiscal 1996 totaled
   $765,000 as compared to $597,000 in fiscal 1995, an increase of 28.1%. 
   The increase resulted primarily from the $80,000 gain on sale of loans
   which the Corporation realized in fiscal 1996 as compared to the loss of
   $57,000 suffered during the prior fiscal year.  The fiscal 1996 gain on
   sale of loans was attributable in part to the declining interest rate
   environment experienced during the majority of fiscal 1996 which allowed
   the Bank to sell loans at a profit.  The Bank in fiscal 1996 also reduced
   its loss exposure in the sale of loans by entering into  sale commitments
   prior to extending credit on certain mortgage loans.

        Operating Expenses.  The $199,000 increase in operating expenses to
   $4.6 million in fiscal 1996 from $4.4 million in fiscal 1995 resulted
   primarily from increases in compensation, payroll taxes and other employee
   benefits ($116,000) and occupancy expenses ($34,000).  Normal salary
   increases caused the above-mentioned increase in compensation, payroll
   taxes and other employee benefits.  The additional banking facility in
   Darboy, Wisconsin (which opened in the second quarter of fiscal 1995 but
   was operational during all of fiscal 1996) resulted in the increased
   occupancy expenses.

        Income Taxes.  The provision for income taxes increased to $1.7
   million in fiscal 1996 from $1.5 million in fiscal 1995.  The increase of
   $174,000 was primarily attributable to the increase in income before
   provision for income taxes.  

   Financial Condition

        Total Assets.  Total assets increased 6.1% to $271.2 million at
   March 31, 1997 from $255.7 million at March 31, 1996.  The asset growth
   reflects the Corporation's strategy to leverage its relatively high level
   of shareholders' equity as a means to improve its return on equity.  The
   increase resulted primarily from increases in adjustable rate mortgage
   loan and indirect consumer loan originations.  Loans receivable increased
   $16.6 million, which was partially offset by a decrease of $1.9 million in
   loans held for sale.  The growth in total assets was funded by a
   combination of an increase in borrowed funds of $13.0 million and an
   increase in deposit accounts of $2.1 million.

        Investment Securities Held to Maturity.  Investment securities held
   to maturity increased $2.0 million to $9.0 million at March 31, 1997 from
   $7.0 million at March 31, 1996.  This increase is the result of the
   purchase of a government agency-backed security.

        Mortgage-Related Securities Available for Sale and Mortgage-Related
   Securities Held to Maturity.  Total mortgage-related securities decreased
   $1.9 million to $22.9 million at March 31, 1997 from $24.8 at March 31,
   1996 as a result of normal principal paydowns.  The held to maturity
   classification at March 31, 1997 included $10.5 million of adjustable rate
   REMIC pass-through certificates which were purchased during the first two
   quarters of fiscal 1995 and were funded through borrowings from the
   Federal Home Loan Bank of Chicago.  The interest rates on these
   certificates and related borrowings adjust on a monthly basis to the same
   London interbank offered rate ("LIBOR") index.  However, the Corporation
   may be subject to interest rate exposure because there are no interest
   rate caps on the borrowings, while the mortgage-related securities do
   contain caps.  In addition, because these securities were purchased at a
   discount, the interest spreads earned will vary with the actual prepayment
   speeds experienced.  Fluctuations in prepayment speeds are analyzed by the
   Corporation prior to purchasing mortgage-related securities and on an
   ongoing basis and are part of the overall asset/liability management
   strategy of the Corporation.  All of the Corporation's REMIC certificates
   meet the Federal Financial Institutions Examination Council definition of
   low-risk securities and the Corporation does not anticipate any
   difficulties in recovering the carrying amounts of any of its
   mortgage-related securities.

        Loans Receivable.  Loans receivable increased $16.6 million from 
   $204.9 million at March 31, 1996 to $221.5 million at March 31, 1997. 
   This increase resulted from the continued strong demand for adjustable
   rate mortgage products which are held for investment, and consumer loans
   (including auto loans which are purchased from local dealerships).  The
   Corporation continues to hold established levels of fixed rate mortgage
   loans.  In addition, as part of its attempt to improve its yield on
   earning assets, the Bank has focused on increasing the amount of
   commercial real estate loans made.  During fiscal 1997 and 1996, $8.7
   million and $12.2 million of commercial real estate loans, respectively,
   were originated.

        Loans Held for Sale.  Loans held for sale decreased by $1.9 million
   from $5.2 million at March 31, 1996 to $3.3 million at March 31, 1997. 
   The decrease is consistent with the Bank's strategy to moderate the
   interest rate risk on its loan portfolio by minimizing assets which are
   valued at the lower of cost or market and therefore subject to changes in
   value with interest rate fluctuations.

        Deposits.  Deposits increased from $151.1 million at March 31, 1996
   to $153.2 million at March 31, 1997.  This increase was primarily the
   result of continued efforts to attract cost-effective funds.  During
   fiscal 1997, the Bank began to offer a new series of deposit products
   associated with a "mature market" program.  Rates paid on the new products
   are relatively consistent with similar products, and did not have a
   negative effect on earnings.

        Borrowings.  The Corporation at the Bank level increased its level
   of borrowed funds $13.0 million during fiscal 1997 to $64.9 million at
   March 31, 1997 from  $51.9 million at March 31, 1996.  These funds were
   primarily used to fund loan originations as described above.

        Shareholders' Equity.  Shareholders' equity increased $200,000 from
   $47.2 million at March 31, 1996 to $47.4 million at March 31, 1997.  This
   increase is a result of the combined effect of the Corporation's net
   income, which was partially offset by dividends declared of $1.7 million
   and the purchase of 56,000 shares of treasury stock for $1.0 million
   during fiscal 1997.   Under the current stock repurchase program, the
   Corporation is authorized to purchase 125,630 shares.  As of May 31, 1997,
   62,000 shares had been repurchased pursuant to this program.

   Liquidity and Capital Resources

        Liquidity.  The Corporation's primary sources of funds are deposits,
   borrowings, proceeds from principal and interest payments on loans,
   mortgage-related securities and investment securities and the sale of
   fixed rate mortgage loans.   While borrowings and payments on loans and
   mortgage-related and investment securities are a predictable source of
   funds, deposit flows and mortgage loan prepayments are greatly influenced
   by general interest rates, economic conditions and competition.

        The Corporation's primary investing activity is the origination of
   mortgage loans by the Bank.  For the years ended March 31, 1997, 1996 and
   1995, mortgage loans originated totaled $53.2 million, $69.9 million and
   $56.4 million, respectively.  Mortgage loan originations have been funded
   primarily by principal repayments on loans and sales of loans originated
   for sale, as well as principal repayments on mortgage-related securities
   and borrowed funds.  Mortgage loan repayments were $28.5 million in fiscal
   1997, $25.9 million in fiscal 1996 and $25.5 million in fiscal 1995.  Loan
   sales for fiscal 1997 were $20.2 million, $21.7 million in fiscal 1996,
   and $5.9 million in fiscal 1995.  The Bank continues to sell originated
   fixed rate loans in accordance with its asset/liability management
   strategy.  The Corporation's other major investing activity, the purchase
   of mortgage-related and investment securities, amounted to $10.0 million,
   $7.0 million and $10.7 million in the fiscal years ended March 31, 1997,
   1996 and 1995, respectively.

        Financing activities were a source of $12.7 million, $13.0 million
   and $40.3 million in funds for fiscal years 1997, 1996 and 1995,
   respectively.  For each year, the major source of cash provided by
   financing activities was an increase in borrowed funds.

        The Corporation at the Bank level is required to maintain minimum
   levels of liquid assets as defined by OTS regulations.  These
   requirements, which may be varied at the direction of the OTS depending
   upon economic conditions and deposit flows, are based on a percentage of
   the average daily balance of an institution's net withdrawable deposit
   accounts and short-term borrowings.  The required ratio is currently 5.0%. 
   On March 31, 1997, the Bank's liquidity ratio calculated in accordance
   with OTS requirements was 6.67%.  In addition, according to current OTS
   regulations, short-term liquid assets must constitute 1.0% of the sum of
   net withdrawable deposit accounts plus short-term borrowings.  On March
   31, 1997, the Bank's short-term liquidity ratio was 4.16%. Management's
   goal is to consistently maintain liquidity levels in excess of regulatory
   requirements.

        The Corporation's most liquid assets are cash and cash equivalents,
   which include highly liquid, short-term investments.  The levels of these
   assets are dependent on the Corporation's operating, financing and
   investing activities during any given period.  At March 31, 1997, 1996 and
   1995, cash and cash equivalents totaled $4.6 million, $4.8 million and
   $4.8 million, respectively.  Liquidity management for the Corporation is
   both a daily and long-term function of its management.  Excess funds are
   generally invested in mortgage-related securities and government and
   government agency-backed securities with varying maturities.

        At March 31, 1997, the Corporation had commitments to originate
   mortgage loans of $9.4 million, at various interest rates, and commitments
   to extend credit on unused lines of credit of $2.3 million, at various
   interest rates.  Management does not believe the Corporation will suffer
   any material adverse consequences as a result of fulfilling these
   commitments.

        Capital Resources.  The Corporation at the Bank level is required to
   maintain specific amounts of capital pursuant to the Financial
   Institutions Reform, Recovery, and Enforcement Act of 1989 and regulations
   promulgated pursuant thereto.  As of March 31, 1997, the Bank was in
   compliance with all regulatory capital requirements which were effective 
   as of such date, with tangible, core, and risk-based capital ratios of 
   14.12%, 14.12%, and 24.23%, respectively.  For additionalinformation about
   these capital levels, see Note 12 of Notes to Consolidated Financial 
   Statements included in Consolidated Financial Statements and Supplementary
   Data in Part II, Item 8 of this document.

   Impact of New Accounting Pronouncements and Regulatory Policies

        Accounting for the Impairment of Long-Lived Assets and for
   Long-Lived Assets to be Disposed of.  In March, 1995, Statement of
   Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
   Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
   of," was issued.  SFAS No. 121 requires long-lived assets and certain
   intangibles to be held and used by an entity to be reviewed for impairment
   whenever events or changes in circumstances indicate the carrying amount
   of an asset may not be recoverable.  The Statement also requires
   long-lived assets and certain intangibles to be disposed of to be reported
   at the lower of carrying amount or fair value less cost to sell.  The
   Corporation adopted Statement No. 121 effective April 1, 1996.  Adoption
   of this statement did not  have a material impact on the Corporation's
   financial condition or results of operations.

        Accounting for Mortgage Servicing Rights.  In May, 1995, SFAS No.
   122, "Accounting for Mortgage Servicing Rights," was issued.  SFAS No. 122
   requires that an allocation of costs be made between loans and their
   related servicing rights for loans originated with a definitive plan to
   sell or to securitize these loans and retain the servicing rights. 
   Statement No. 122 requires entities to recognize a separate asset for
   servicing rights which will increase the gain on sale of loans when the
   servicing rights are retained.  Previously, costs were fully allocated to
   the loans and servicing income was recognized as it was received over the
   life of the loan.  The Corporation adopted SFAS No. 122 effective April 1,
   1996.  As a result of adopting SFAS No. 122, the Corporation recorded
   additional gain on sale of loans in fiscal 1997 of approximately $202,000.

        Accounting for Stock-Based Compensation.  In October, 1995, SFAS No.
   123, "Accounting for Stock-Based Compensation," was issued.  SFAS No. 123
   recognizes the fair value on the date of grant of employee stock option
   awards either by recognizing compensation expense or by providing
   extensive new footnotes to include pro-forma disclosures of net income and
   earnings per share.  The Corporation adopted Statement No. 123 in fiscal
   1997 by the use of expanded footnotes.  As such, adoption of the Statement
   did not have an effect on the Corporation's financial condition or results
   of operations.

        Employers' Accounting for Employee Stock Ownership Plans.  During
   fiscal 1995, the Corporation adopted SOP 93-6, "Employers' Accounting for
   Employee Stock Ownership Plans".  SOP 93-6 requires that employee stock
   ownership plan shares committed to be released to compensate employees be
   recorded as compensation expense equal to the fair value of the shares at
   the time they are committed to be released, that the difference between
   the cost of the shares to the employee stock ownership plan and the fair
   value of the shares be credited to additional paid-in capital, and that
   employee stock ownership plan shares not commiexpense.  The effect of the
   additional expense on earnings per share has been offset by the reduction
   in the weighted-average number of shares outstanding.  Earnings per share
   increased $.01 for the twelve months ended March 31, 1995 as a result of
   adopting the SOP.  The effect on earnings per share will diminish annually
   as employee stock ownership plan shares are released to participants'
   accounts.

   Effect of Inflation and Changing Prices

        The Consolidated Financial Statements and related financial data
   presented herein have been prepared in accordance with generally accepted
   accounting principles which require the measurement of financial position
   and operating results in terms of historical dollars, without considering
   the changes in relative purchasing power of money over time due to
   inflation.  The primary impact of inflation on operations of the
   Corporation is reflected in increased operating costs.  Unlike most
   industrial companies, virtually all the assets and liabilities of a
   financial institution are monetary in nature.  As a result, interest rates
   generally have a more significant impact on a financial institution's
   performance than do general levels of inflation.  Interest rates do not
   necessarily move in the same direction or to the same extent as the prices
   of goods and services.

   Subsequent Event - Merger with OSB

        On May 1, 1997, OSB was merged with and into the Corporation.
   Details of the Merger are set forth in Part I of this Annual Report on
   Form-K under the caption "Item 1. Business," which information is
   incorporated herein by reference. Based on anticipated cost savings, the
   Corporation currently believes that the Merger will result in annual
   pre-tax savings of approximately $800,000. It is expected that measures to
   effect the cost savings will be fully implemented by the start of the 1999
   fiscal year. Although cost savings are anticipated during fiscal 1998,
   such savings for fiscal 1998 are not expected to approximate the annual
   pre-tax savings of approximately $800,000 described above. In addition,
   the Corporation currently expects to add approximately $350,000 to its
   loan loss provision during the quarter ending June 30, 1997. This
   additional provision is intended to equalize the loan loss allowance
   percentages historically maintained by the Bank and the former Oshkosh
   Savings Bank, F.S.B., respectively.

        The preceding discussion contains forward-looking statements
   regarding managements' estimates of potential pre-tax cost savings
   resulting from the Merger and the proposed loan loss provision for the
   quarter ending June 30, 1997. Actual results might differ materially from
   those contained in the forward-looking statements. Factors which could
   affect actual results include interest rate trends, the general economic
   climate in the Corporation's market area, loan deliquency rates,
   regulatory treatment and the ability of the Corporation to implement
   successfully plans to eliminate redundancies. The forward-looking
   statements were necessarily based upon various assumptions that involve
   judgements with respect to, among other things, future national and
   regional economic and competitive conditions, technological developments,
   inflations rates, financial market conditions, future business decisions,
   and other uncertainties, all of which are difficult to predict and many of
   which are beyond the control of the Corporation. Accordingly, while the
   Corporation believes that such assumptions are reasonable for purposes of
   the development of estimates of potential savings and the loan loss
   provision, there can be no assurance that such assumptions will
   approximate actual experience. The forward-looking statements included
   here in are made as of the date hereof and the Corporation undertakes no
   obligation to update publicly such statements to reflect subsequent events
   or cirumstances.

   Item 7A     Quantitative and Qualitative Disclosures About Market Risk

        Not applicable

   <PAGE>

   Item 8.  Financial Statements and Supplementary Data

                               FCB FINANCIAL CORP.

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             March 31, 1997 and 1996
                             (Dollars In Thousands)

                                     ASSETS
                                             1997            1996

   Cash                                  $    473        $    475
   Interest-bearing deposits                4,155           4,317
                                          -------         -------
   Cash and cash equivalents                4,628           4,792

   Investment securities held to
    maturity (estimated fair value of
    $8,953 and $6,965 at March 31, 1997
    and 1996, respectively)                 8,995           6,986
   Mortgage-related securities
    available for sale, at fair value       6,363           6,906
   Mortgage-related securities held to
    maturity (estimated fair value of
    $16,613 and $17,986 at March 31,
    1997 and 1996, respectively)           16,531          17,850
   Investment in Federal Home Loan Bank
    stock, at cost                          3,245           2,595
   Loans held for sale - Net of
    unrealized loss of $87 and $101
    at March 31, 1997 and 1996,
    respectively                            3,270           5,161
   Loans receivable - Net                 221,496         204,897
   Office properties and equipment          4,091           4,211
   Other assets                             2,566           2,262
                                          -------         -------
   TOTAL ASSETS                        $  271,185      $  255,660
                                          =======         =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

   Liabilities:
      Deposit accounts                 $  153,163      $  151,115
      Borrowed funds                       64,900          51,900
      Advance payments by borrowers
       for taxes and insurance              2,586           2,410
      Other liabilities                     3,104           3,043
                                          -------         -------
        Total liabilities                 223,753         208,468
                                          -------         -------
   Commitments and contingencies
    (See Notes 11 and 13)

   Shareholders' equity:
      Common stock - $.01 par value
        Authorized - 15,000,000 shares
        Issued - 2,909,500 shares              29              29
      Additional paid-in capital           28,911          28,693
      Retained earnings - Substantially
       restricted                          26,630          25,930
      Unrealized loss on securities
       available for sale - Net of tax        (72)            (26)
      Unearned compensation - ESOP           (869)         (1,118)
                                          -------         -------
      Totals                               54,629          53,508

      Less - 445,697 and 396,886 shares
       of treasury common stock, at cost,
       at March 31, 1997 and 1996,
       respectively                        (7,197)         (6,316)
                                          -------         -------
        Total shareholders' equity         47,432          47,192
                                          -------         -------
   TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY               $  271,185      $  255,660
                                          =======         =======

          See accompanying notes to consolidated financial statements.

   <PAGE>
                               FCB FINANCIAL CORP.

                        CONSOLIDATED STATEMENTS OF INCOME
                   Years Ended March 31, 1997, 1996, and 1995
                (Dollars In Thousands, Except Per Share Amounts)


                                        1997           1996           1995

   Interest and dividend income:
     Mortgage loans                $  15,031      $  13,818     $   11,660
     Other loans                       2,671          2,147          1,302
     Investment securities               462            422            572
     Mortgage-related securities       1,550          1,718          1,387
     Dividends on stock in Federal
       Home Loan Bank                    201            154            103
     Interest-bearing deposits            50             60             36
                                     -------        -------        -------
          Total interest and dividend
           income                     19,965         18,319         15,060
                                     -------        -------        -------
   Interest expense:
     Deposit accounts                  7,704          7,703          5,950
     Borrowed funds                    3,123          2,378          1,415
                                     -------        -------        -------
          Total interest expense      10,827         10,081          7,365
                                     -------        -------        -------
          Net interest income          9,138          8,238          7,695
   Provision for loan losses             350            200             36
                                     -------        -------        -------
          Net interest income after
           provision for loan losses   8,788          8,038          7,659
                                     -------        -------        -------
   Noninterest income:
     Loan fees - Net                     378            370            359
     Deposit fees                        140            117            102
     Gain (loss) on sale of loans
      - Net                              288             80            (57)
     Other income                        181            198            193
                                     -------        -------        -------
          Total noninterest income       987            765            597
                                     -------        -------        -------
   Operating expenses:
     Compensation, payroll taxes and
       other employee benefits         2,437          2,288          2,172
     Marketing                           254            250            277
     Occupancy                           678            724            690
     Data processing                     270            248            225
     Federal insurance premiums        1,246            349            331
     Other                               785            720            685
                                     -------        -------        -------
          Total operating expenses     5,670          4,579          4,380
                                     -------        -------        -------
   Income before provision for
    income taxes                       4,105          4,224          3,876
   Provision for income taxes          1,665          1,667          1,493
                                     -------        -------        -------
   Net income                      $   2,440      $   2,557      $   2,383
                                     =======        =======        =======

   Earnings per share              $    1.01      $    1.01      $     .93
                                     =======        =======        =======
   Cash dividends declared
    per share                      $     .72      $     .60      $     .45
                                     =======        =======        =======

          See accompanying notes to consolidated financial statements.

   <PAGE>

   <TABLE>
                                                         FCB FINANCIAL CORP.

                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                             Years Ended March 31, 1997, 1996, and 1995
                                          (Dollars In Thousands, Except Per Share Amounts)
   <CAPTION>
                                                                         Unrealized
                                                                           Loss on
                                                 Additional              Securities       Unearned     Treasury
                                         Common   Paid-In    Retained   Available For  Compensation -   Common
                                         Stock    Capital    Earnings Sale, Net of Tax      ESOP         Stock      Total

   <S>                                     <C>   <C>         <C>           <C>            <C>          <C>         <C>
   Balance at March 31, 1994               $29   $28,421     $23,700       $    -         $(1,606)     $(1,047)    $49,497

   Net income for 1995                      -         -        2,383           -               -            -        2,383
   Cash dividends declared
    ($.45 per share)                        -         -       (1,142)          -               -            -       (1,142)
   Amortization of unearned 
    compensation - ESOP                     -        105          -            -              245           -          350
   Exercise of stock options -
    5,819 treasury common
    shares                                  -         -          (25)          -               -            84          59
   Purchase of treasury common
    stock 208,175 shares                    -         -           -            -               -        (3,130)     (3,130)
                                        ------    ------      ------       ------          ------       ------      ------
   Balance at March 31, 1995                29    28,526      24,916           -           (1,361)      (4,093)     48,017

   Net income for 1996                      -         -        2,557           -               -            -        2,557
   Cash dividends declared
    ($.60 per share)                        -         -       (1,484)          -               -            -       (1,484)
   Amortization of unearned 
    compensation - ESOP                     -        167          -            -              243           -          410
   Increase in unrealized loss
    on securities available
    for sale - Net of tax                   -         -           -           (26)             -            -          (26)
   Exercise of stock options -
    12,500 treasury common
    shares                                  -         -          (59)          -               -           184         125
   Purchase of treasury common
    stock - 131,530 shares                  -         -           -            -               -        (2,407)     (2,407)
                                        ------    ------      ------       ------          ------       ------      ------
   Balance at March 31, 1996                29    28,693      25,930          (26)         (1,118)      (6,316)     47,192

   Net income for 1997                      -         -        2,440           -               -            -        2,440
   Cash dividends declared
    ($.72 per share)                        -         -       (1,696)          -               -            -       (1,696)
   Amortization of unearned 
    compensation - ESOP                     -        218          -            -              249           -          467
   Increase in unrealized loss on
    securities available for
    sale - Net of tax                       -         -           -           (46)             -            -          (46)
   Exercise of stock options -
    7,189 treasury common
    shares                                  -         -          (44)          -               -           116          72
   Purchase of treasury common
    stock - 56,000 shares                   -         -           -            -               -          (997)       (997)
                                        ------    ------      ------       ------          ------       ------      ------
   Balance at March 31, 1997           $    29  $ 28,911    $ 26,630      $   (72)        $  (869)    $ (7,197)   $ 47,432
                                        ======    ======      ======       ======          ======       ======      ======
   </TABLE>

          See accompanying notes to consolidated financial statements.

   <PAGE>

                               FCB FINANCIAL CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Years Ended March 31, 1997, 1996, and 1995
                             (Dollars In Thousands)

                                             1997      1996       1995

   Cash flows from operating activities:
     Net income                          $  2,440  $  2,557   $  2,383
                                          -------   -------    -------
     Adjustments to reconcile net
      income to net cash provided by
      (used in) operating activities:
       Depreciation                           246       271        250
       Provision for loan losses              350       200         36
       (Gain) loss on sale of assets -
         Net                                 (288)      (82)        57
       Loans originated for sale          (18,000)  (27,227)    (8,333)
       Proceeds from loan sales            20,179    21,704      5,903
       Changes in operating assets
         and liabilities                      165       692        (99)
       Other                                   15      (220)        77
                                           ------    ------     ------
     Total adjustments                      2,667    (4,662)    (2,109)
                                           ------    ------     ------
   Net cash provided by (used in)
     operating activities                   5,107    (2,105)       274
                                           ------    ------     ------
     Cash flows from investing activities:
       Proceeds from maturities of
        investment securities held
        to maturity                         8,000    12,000      2,000
       Purchase of investment securities
        held to maturity                  (10,000)   (7,000)        - 
       Principal repayments on 
        mortgage-related securities
        held to maturity                    1,325     1,509      1,690
       Principal repayments on 
        mortgage-related securities
        available for sale                    459       127         - 
       Purchase of mortgage-related 
        securities held to maturity            -         -     (10,740)
       Purchase of Federal Home Loan
        Bank stock                           (650)     (326)      (791)
       Net increase in loans              (16,949)  (17,193)   (31,691)
       Proceeds from sale of
        other assets                           -         63         - 
       Capital expenditures                  (126)      (60)      (799)
                                           ------    ------     ------
     Net cash used in investing
      activities                          (17,941)  (10,880)   (40,331)
                                           ------    ------     ------
     Cash flows from financing activities:
       Net increase in deposit accounts     2,048     7,264      5,643
       Net increase in borrowed funds      13,000     9,500     38,400
       Net increase (decrease) in advance 
        payments by borrowers for taxes 
        and insurance                         176       (55)       304
       Proceeds from exercise of
        stock options                          72       125         59
       Purchase of treasury common
        stock                                (997)   (2,407)    (3,130)
       Dividends paid                      (1,629)   (1,423)    (1,013)
                                           ------    ------     ------
     Net cash provided by financing
      activities                           12,670    13,004     40,263
                                           ------    ------     ------

   Net (decrease) increase in cash and
      cash equivalents                    $  (164)  $    19    $   206
   Cash and cash equivalents at
      beginning                             4,792     4,773      4,567
                                           ------    ------     ------
   Cash and cash equivalents at end       $ 4,628   $ 4,792    $ 4,773
                                           ======    ======     ======

   Supplemental cash flow information:

   Cash paid during the year for:
     Interest on deposit accounts         $ 7,631   $ 7,457    $ 5,792
     Interest on borrowed funds             3,056     2,374      1,195
     Income taxes                           1,877     1,630      1,349
   Loans transferred to foreclosed
    properties and properties 
    subject to foreclosure                     -         53         - 
   Loans transferred from held for
    sale to held for investment                -      1,150     11,767

          See accompanying notes to consolidated financial statements.

   <PAGE>

                               FCB FINANCIAL CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Nature of Operations.   

   FCB Financial Corp. is a Wisconsin corporation and the savings and loan
   holding company for Fox Cities Bank, F.S.B. (the "Bank").  The Bank is a
   federally chartered savings bank and operates as a full service financial
   institution with a primary market area including, but not limited to,
   Outagamie and Winnebago Counties of East Central Wisconsin.  The Bank
   emphasizes first mortgage loans secured by one- to four-family real estate
   located in its market area.  The Bank, through its wholly-owned
   subsidiary, Fox Cities Financial Services, Inc., sells various insurance
   products and tax deferred annuities.  Fox Cities Financial Services, Inc.
   also holds a 50% limited partnership interest in an apartment complex
   located in Menasha, Wisconsin.  The partnership qualifies for federal low
   income housing tax credits.  Additionally, the Bank owns Fox Cities
   Investments, Inc., a Nevada corporation, which owns and manages a
   portfolio of investment securities, all of which are permissible
   investments of the Bank itself.  

   Use of Estimates in Preparation of Financial Statements.   

   The preparation of the accompanying financial statements of FCB Financial
   Corp. and Subsidiaries (the "Corporation") in conformity with generally
   accepted accounting principles requires the use of certain estimates and
   assumptions that directly affect the reported amounts of assets,
   liabilities, revenues, and expenses.  Actual results may differ from these
   estimates.

   Principles of Consolidation.

   The accompanying consolidated financial statements include the accounts of
   FCB Financial Corp., Fox Cities Bank, F.S.B., and its wholly owned
   subsidiaries, Fox Cities Financial Services, Inc. and Fox Cities
   Investments, Inc., after elimination of significant intercompany accounts
   and transactions. 

   Cash Equivalents.

   The Corporation considers all highly liquid debt instruments with original
   maturities when purchased of three months or less to be cash equivalents.

   Investment and Mortgage-Related Securities Held to Maturity and Available
   for Sale.

   Management determines the appropriate classification of debt securities at
   the time of purchase.  Debt securities are classified as held to maturity
   when the Corporation has the positive intent and ability to hold the
   securities to maturity.  Held to maturity securities are stated at
   amortized cost.  Debt securities not classified as held to maturity are
   classified as available for sale.  Available for sale securities are
   stated at fair value, with the unrealized gains and losses, net of tax,
   reported as a separate component of shareholders' equity.  Interest and
   dividends are included in interest income from securities as earned. 
   Realized gains and losses, and declines in value judged to be other than
   temporary are included in net gains and losses from sales of investment
   and mortgage-related securities.  The cost of securities sold is based on
   the specific identification method. 

   Federal Home Loan Bank Stock.

   The Corporation's investment in Federal Home Loan Bank ("FHLB") stock at
   March 31, 1997 and 1996 meets the minimum amount required, and is carried
   at cost which is its redeemable (fair) value since the market for this
   stock is limited.

   Loans Held for Sale.

   Loans held for sale consist of the current origination of certain
   fixed-rate mortgage loans and are recorded at the lower of aggregate cost
   or fair value.  Fees received from the borrower are deferred and recorded
   as an adjustment of the sale price.  A gain or loss is recognized at the
   time of the sale reflecting the present value of the difference between
   the contractual interest rate of the loans sold and the yield to the
   investor, adjusted for the initial value of mortgage servicing rights. 
   The servicing fee is recognized as the related loan payments are received. 


   Loans Receivable.

   Loans receivable are stated at unpaid principal balances, less unamortized
   unrealized losses, the allowance for loan losses, and net deferred
   loan-origination fees and discounts.

   Interest income is recognized using the interest method.  Accrual of
   interest is discontinued either when reasonable doubt exists as to the
   full, timely collection of interest or principal or when a loan becomes
   contractually past due by 90 days or more with respect to interest or
   principal.  At that time, any accrued but uncollected interest is
   reversed, and additional income is recorded only to the extent that
   payments are received and the collection of principal is reasonably
   assured.

   Loan Fees and Related Costs.

   Certain loan-origination fees, commitment fees, and direct
   loan-origination costs are being deferred and the net amounts amortized as
   an adjustment of the related loan's yield.  The Bank is amortizing these
   amounts into interest income, using the level-yield method, over the
   contractual life of the related loan. 

   Other loan-origination and commitment fees not required to be recognized
   as a yield adjustment are included in loan fees.

   Mortgage Servicing Rights.  

   Effective April 1, 1996, the Corporation adopted Financial Accounting
   Standards Board ("FASB") Statement of Financial Accounting Standards
   ("SFAS") No. 122, "Accounting for Mortgage Servicing Rights," which amends
   the previously issued SFAS No. 65, "Accounting for Certain Mortgage
   Banking Activities."  SFAS No. 122 requires recognition of mortgage
   servicing rights as assets regardless of how the rights are acquired.  For
   loans which are subsequently sold or securitized, a portion of the cost of
   the loans is required to be allocated to the servicing rights based on the
   relative fair values of the loans and the servicing rights.  The Statement
   further requires assessment of the value of the capitalized mortgage
   servicing rights for impairment.  The Corporation amortizes mortgage
   servicing rights over the period of estimated net servicing revenues. 
   Impairment of mortgage servicing rights is assessed based on the fair
   value of those rights.  Fair values are estimated using discounted cash
   flows based on a current market interest rate.  For purposes of measuring
   impairment, the rights are stratified by rate in the quarter in which the
   underlying loans are sold.  

   Allowance for Loan Losses.

   The allowance for loan losses includes specific allowances related to
   commercial loans which have been judged to be impaired.  The Corporation
   generally considers credit card, residential mortgage, and consumer
   installment loans to be large groups of smaller-balance homogeneous loans. 
   These loans are collectively evaluated in the analysis of the adequacy of
   the allowance for loan losses.

   A loan is impaired when, based on current information, it is probable the
   Corporation will not collect all amounts due in accordance with the
   contractual terms of the loan agreement.  Management considers on a loan
   by loan basis, the conditions which may constitute a minimum delay or
   shortfall in payment, as well as the factors which may influence its
   decision in determining when a loan is impaired.  These specific
   allowances are based on discounted cash flows of expected future payments
   using the loan's initial effective interest rate or the fair value of the
   collateral if the loan is collateral dependent.  

   The Corporation continues to maintain a general allowance for loans and
   foreclosed properties not considered impaired.  The allowance for loan and
   foreclosed property losses is maintained at a level which management
   believes is adequate to provide for possible losses.  Management
   periodically evaluates the adequacy of the allowance using the
   Corporation's past loss experience, known and inherent risks in the
   portfolio, composition of the portfolio, current economic conditions, and
   other relevant factors.  This evaluation is inherently subjective since it
   requires material estimates that may be susceptible to significant change.

   Office Properties and Equipment.

   Office properties and equipment are recorded at cost less accumulated
   depreciation.  Maintenance and repair costs are charged to expense as
   incurred.  When property is retired or otherwise disposed of, the related
   cost and accumulated depreciation are removed from the respective accounts
   and the resulting gain or loss is recorded in income or expense,
   respectively.

   The cost of office properties and equipment is being depreciated by the
   straight-line method over the estimated useful lives.  The cost of
   leasehold improvements is amortized on a straight-line method over the
   lesser of the term of the respective lease or the estimated economic life
   of the improvements.   

   Advertising Costs.

   Advertising costs are expensed as incurred.

   Income Taxes.

   The Corporation files one consolidated federal income tax return.  Federal
   income tax expense (credit) is allocated to each subsidiary based on an
   intercompany tax sharing agreement.  Each subsidiary files separate state
   franchise tax returns.

   Deferred income taxes have been provided under the liability method. 
   Deferred tax assets and liabilities are determined based on the difference
   between the financial statement and tax bases of assets and liabilities,
   as measured by the enacted tax rates which will be in effect when these
   differences are expected to reverse.  Deferred tax expense (credit) is the
   result of changes in the deferred tax asset and liability.

   Earnings Per Share.

   Earnings per share of common stock were computed based on consolidated net
   income and weighted average outstanding shares.  The weighted average
   number of shares used to compute earnings per share for the years ended
   March 31, 1997, 1996, and 1995 were 2,409,456, 2,532,241, and 2,554,761,
   respectively.  Common stock equivalents are computed using the treasury
   stock method.  Primary and fully diluted earnings per share are the same
   for the years ended March 31, 1997, 1996, and 1995 as there is less than
   3% dilution.

   Future Accounting Changes.

   In June 1996, the Financial Accounting Standards Board ("FASB") issued
   SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets
   and Extinguishments of Liabilities."  SFAS No. 125 provides accounting and
   reporting standards for transfers and servicing of financial assets and
   extinguishment of liabilities.  The statement provides guidelines for
   classification of a transfer as a sale.  The statement also requires
   liabilities incurred or obtained by transferors as a part of a transfer of
   financial assets be initially recorded at fair value.  Subsequent to
   acquisition, the serviced assets and liabilities are to be amortized over
   the estimated net servicing period.  This statement is required to be
   adopted for transfers and servicing of financial assets and
   extinguishments of liabilities occurring after December 31, 1996. 

   In December 1996, the FASB issued SFAS No. 127, "Deferral of the Effective
   Date of Certain Provisions of FASB Statement No. 125."  This statement
   defers implementation of certain provisions of SFAS No. 125 for one year. 
   Adoption of SFAS No. 127 is not anticipated to have a significant impact
   on the Corporation's financial condition or results of operations once
   implemented. 

   Reclassifications.

   Certain amounts in the 1996 and 1995 consolidated financial statements
   have been reclassified to conform to the 1997 presentation.

   NOTE 2 - BUSINESS COMBINATIONS  

   On November 13, 1996, the Corporation signed a definitive agreement to
   merge with OSB Financial Corp. ("OSB").  OSB is the parent company of
   Oshkosh Savings Bank, F.S.B., a $255 million thrift institution with seven
   banking locations in East Central Wisconsin.  The resulting corporation
   will operate as FCB Financial Corp. and be headquartered in Oshkosh,
   Wisconsin.  The transaction is to be accounted for under the purchase
   accounting method, and is expected to close in the second quarter of
   calendar 1997.  The merger is subject to approval of the shareholders of
   both the Corporation and OSB, as well as various regulatory authorities. 
   In the merger, each share of OSB common stock issued and outstanding
   immediately prior to the effective time of the merger will be canceled and
   converted into the right to receive 1.46 shares of Corporation common
   stock plus cash in lieu of fractional shares. 

   NOTE 3 - INVESTMENT SECURITIES HELD TO MATURITY

   The amortized cost and estimated fair value of investment securities held
   to maturity at March 31 are as follows:


                                          Gross         Gross     Estimated
                             Amortized  Unrealized   Unrealized     Fair
                               Cost       Gains        Losses       Value
                                         (Dollars In Thousands)            
     1997

   U.S. government
    securities              $ 2,996      $    -     $      7     $  2,989
   U.S. agency securities     5,999           -           35        5,964
                             ------       ------      ------      -------
                            $ 8,995      $    -     $     42     $  8,953
                             ======       ======      ======      =======
     1996

   U.S. government
    securities              $ 6,986      $    -     $     21     $  6,965
                             ======       ======      ======      =======

   There were no sales of investment securities during the years ended March
   31, 1997, 1996, and 1995.

   The amortized cost and estimated fair value of all investment securities
   at March 31, 1997, by contractual maturity, are shown below:

                                                   Estimated
                                       Amortized     Fair   
                                         Cost        Value  
                                                
                                       (Dollars In Thousands)

     Due in one year or less              $2,996      $2,989
     Due after one year through
      five years                           5,999       5,964
                                           -----       -----
     Total                                $8,995      $8,953
                                           =====       =====

   Fair values of many securities are estimates based on financial methods or
   prices paid for similar securities.  It is possible interest rates could
   change considerably resulting in a material change in the estimated fair
   value.  

   NOTE 4 - MORTGAGE-RELATED SECURITIES

   The amortized cost and estimated fair value of mortgage-related securities
   at March 31 are as follows:

                                          Gross         Gross     Estimated
                             Amortized  Unrealized   Unrealized     Fair
                               Cost       Gains        Losses       Value
                                         (Dollars In Thousands)            
     1997

   Available for Sale:

   Government National
     Mortgage Association
     Certificates          $  2,506      $    28     $     4     $  2,530
   Collateralized Mortgage
     Obligations              3,984           -          151        3,833
                            -------       ------      ------      -------
   Total                   $  6,490      $    28     $   155     $  6,363
                            =======       ======      ======      =======
   Held to Maturity:

   Government National
     Mortgage Association
     Certificates          $  1,393      $    24     $    -      $  1,417
   Collateralized Mortgage
     Obligations             10,546           22           7       10,561
   Federal Home Loan
     Mortgage Corporation
     Certificates             2,286           22           6        2,302
   Federal National
     Mortgage Association
     Certificates             2,306           27          -         2,333
                            -------      -------      ------       ------
   Total                   $ 16,531      $    95     $    13     $ 16,613
                            =======      =======      ======       ======

     1996

   Available for Sale:

   Government National
     Mortgage Association
     Certificates          $  2,964      $    54     $    -      $  3,018
   Collateralized Mortgage
     Obligations              3,984           -           96        3,888
                             ------       ------      ------      -------
   Total                   $  6,948      $    54     $    96     $  6,906
                             ======       ======      ======      =======

   Held to Maturity:

   Government National
     Mortgage Association
     Certificates          $  1,649      $    27     $    -      $  1,676
   Collateralized Mortgage
     Obligations             10,519           38          -        10,557
   Federal Home Loan
     Mortgage Corporation
     Certificates             2,755           15          -         2,770
   Federal National
     Mortgage Association
     Certificates             2,927           56          -         2,983
                             ------       ------      ------       ------
   Total                   $ 17,850      $   136     $    -      $ 17,986
                             ======       ======      ======       ======


   There were no sales of mortgage-related securities during the years ended
   March 31, 1997, 1996 and 1995.  Expected maturities for mortgage-related
   securities will differ from contractual maturities because borrowers may
   have the right to call or prepay obligations with or without call or
   prepayment penalties.

   Fair values of many securities are estimates based on financial methods or
   prices paid for similar securities.  It is possible interest rates could
   change considerably resulting in a material change in the estimated fair
   value.

   In October, 1995, the FASB issued a Special Report authorizing a change in
   classification of investment securities.  This opportunity was created to
   enable entities to fine tune earlier decisions regarding classifications
   under Statement No. 115.  Under the Special Report, reclassifications were
   to be made by December 31, 1995 at fair market value.  As a result, the
   Corporation re-evaluated its investment portfolio and transferred
   mortgage-related securities with a book value of $7,075,000 and a market
   value of $7,042,000 from held to maturity to available for sale in
   December, 1995.  Mortgage-related securities available for sale are shown
   on the statement of financial position at fair market value.  The excess
   of cost over fair market value of the securities available for sale is
   shown net of tax as a separate component of shareholders' equity.

   NOTE 5 - LOANS RECEIVABLE

   Details of loans receivable at March 31 follow:

                                         1997        1996
                                       (Dollars In Thousands)

     First mortgage loans:
       One- to four-family residential  $132,985    $127,426
       Five or more family residential    12,379      13,275
       Commercial                         34,183      28,636
       Construction                       13,885      13,381
                                         -------     -------
       Subtotals                         193,432     182,718
                                         -------     -------
     Consumer loans:
       Home improvement and home equity   18,540      14,912
       Auto and recreational vehicles     15,635      11,974
       Educational                         1,186       1,036
       Other                                 649         469
                                         -------     -------
       Subtotals                          36,010      28,391
                                         -------     -------
     Totals                              229,442     211,109
                                         -------     -------
     Less:
       Undisbursed loan proceeds           5,791       4,307
       Unearned interest and loan fees       318         351
       Unamortized unrealized loss           432         479
       Allowance for loan losses           1,405       1,075
                                         -------     -------
       Subtotals                           7,946       6,212
                                         -------     -------
     Totals                             $221,496    $204,897
                                         =======     =======

   A summary of the activity in the allowance for loan losses is as follows:

                                                
                                 Year Ended March 31,       
                               1997         1996        1995
                                   (Dollars In Thousands)

     Balance at beginning  $  1,075      $   875     $   840
     Provisions                 350          200          36
     Charge-offs                (20)          -           (1)
                             ------       ------      ------
     Balance at end        $  1,405      $ 1,075     $   875
                             ======       ======      ======

   Nonperforming loans, which include loans on which the accrual of interest
   has been discontinued,  totaled $404,000 and $234,000 at March 31, 1997
   and 1996, respectively.  The Bank did not have any troubled debt
   restructurings at March 31, 1997 or 1996.  The Bank did not have any
   impaired commercial loans during fiscal years 1997 and 1996, or at March
   31, 1997 and 1996.  

   More than 90% of the Bank's lending activity is with borrowers within its
   primary market area, East Central Wisconsin.  Although the Bank has a
   diversified portfolio, a substantial portion of its debtors' ability to
   honor their contracts is dependent upon the general economic conditions of
   the area.

   NOTE 6 - LOAN SERVICING

   Mortgage loans serviced for others are not included in the accompanying
   consolidated statements of financial condition.  The unpaid principal
   balances of these loans at March 31 are summarized as follows:


                               1997         1996        1995
                                     
                                  (Dollars in Thousands)

   Mortgage loan portfolios
    serviced for:
     Federal Home Loan
      Mortgage Corporation   $120,971     $116,275      $111,802
     Other investors            6,363        5,094         4,533
                              -------      -------       -------
   Totals                    $127,334     $121,369      $116,335
                              =======      =======       =======

   Custodial escrow balances maintained in connection with the foregoing loan
   servicing were $1,532,000 and $1,558,000 at March 31, 1997 and 1996,
   respectively.  

   Mortgage servicing rights are required to be recognized as a separate
   asset and amortized over the estimated servicing income.  An analysis of
   changes in mortgage servicing rights for 1997 is as follows:

                                     
                                  (Dollars In Thousands)

     Balance at April 1, 1996            $   -0-
       Capitalized amounts                   202
       Less amortization                      (8)
                                          ------
     Balance at March 31, 1997           $   194
                                          ======

   There was no impairment of mortgage servicing rights at March 31, 1997,
   therefore no valuation allowance was recorded.

   NOTE 7 - OFFICE PROPERTIES AND EQUIPMENT

   Office properties and equipment at March 31 consist of the following:

                                           1997           1996
                                          (Dollars In Thousands)

     Land and land improvements          $   997       $   997
     Buildings and building
        improvements                       4,128         4,128
     Leasehold improvements                   68            68
     Furniture, fixtures, and
        equipment                          1,683         1,573
     Automobiles                              39            39
                                          ------        ------
     Subtotals                             6,915         6,805
     Less - Accumulated depreciation       2,824         2,594
                                          ------        ------
     Total office properties and
        equipment                        $ 4,091       $ 4,211
                                          ======        ======

   NOTE 8 - DEPOSIT ACCOUNTS

   Deposit accounts at March 31 are summarized as follows:

                                      1997                     1996
                                          (Dollars In Thousands)
                                           Weighted                 Weighted
                                           Average                   Average
                              Amount         Rate      Amount         Rate

   NOW accounts:
     Non-interest bearing  $  2,967           -     $  2,591             - 
     Interest bearing         9,235         1.61%      8,484           1.61%
   Regular savings accounts  17,593         2.73      18,896           2.73
   Money market accounts     17,588         3.98      17,703           3.82
   Certificate accounts     105,780         6.08     103,441           5.95
                            -------                  -------
   Totals                  $153,163         5.07    $151,115           4.95%
                            =======         ====     =======           ====

   Certificate accounts include $10.5 million and $7.5 million in
   denominations of $100,000 or more at March 31, 1997 and 1996,
   respectively.  

   On March 31, 1997, certificate accounts have scheduled maturity dates as
   follows: 

                          Matures During
                            Year Ended
                             March 31,            Amount
                                 
                               (Dollars In Thousands)                     

                               1998             $  81,738
                               1999                19,878
                               2000                 1,628
                               2001                 2,111
                               2002                   425
                                                  -------
     Totals                                     $ 105,780
                                                  =======

   Interest expense on deposit accounts consists of the following:

                                            Year Ended March 31,
                                    1997            1996            1995
                                           (Dollars In Thousands)

   NOW and money market accounts $   831         $   836           $   758
   Regular savings accounts          502             466               694
   Certificate accounts            6,297           6,326             4,428
   Advance payments by borrowers
    for taxes and insurance           74              75                70
                                  ------          ------            ------
     Totals                      $ 7,704         $ 7,703           $ 5,950
                                  ======          ======            ======


   NOTE 9 - BORROWED FUNDS

   Borrowed funds consist of FHLB advances at March 31 and are summarized as
   follows:

                                1997                        1996
                                     Weighted                    Weighted
                                     Average                      Average
                         Amount        Rate         Amount         Rate
                                     (Dollars In Thousands)
   FHLB advances
    maturing...
     1998              $27,000         5.51%      $22,500           5.38%
     1999                5,000         5.60         3,000           5.43
     2000               13,000         5.60         5,000           5.60
     2001                1,800         6.32         8,000           5.45
   Open Line of Credit  18,100         5.60        13,400           5.60
                        ------                     ------          
     Total             $64,900         5.59%      $51,900           5.47%
                        ======                     ======          

   The Corporation is required to maintain as collateral unencumbered one- to
   four-family mortgage loans such that the outstanding balance of FHLB
   advances does not exceed 60% of the book value of this collateral.  The
   borrowings are also collateralized by the FHLB stock owned by the
   Corporation.  The variable rate term borrowings at March 31, 1997, which
   are included in the above, total $11.0 million and are at interest rates
   tied to the one-month LIBOR index.  The open line of credit interest rate
   is based on the FHLB's daily investment deposit rate plus 0.45%.  Accrued
   interest payable on advances totaled $291,000 and $224,000 at March 31,
   1997 and 1996, respectively.

   NOTE 10 - EMPLOYEE BENEFIT PLANS

   The Bank has a qualified defined contribution plan covering substantially
   all full-time employees who have completed one year of service and are at
   least 18 years old.  Participating employees can contribute up to 15% of
   their compensation.  The Bank may make discretionary contributions for the
   employee's benefit.  There was no expense under this plan in 1997, 1996,
   and 1995.

   The Bank has Deferred Compensation Agreements with three employees and a
   Separation Benefit Plan with five employees.  Each of these plans are
   nonqualified, supplemental retirement plans.  Under each plan, the
   individual employees have a set amount to be accrued for at age 65.  The
   current accrued liability is determined based on the present value of this
   gross amount.  At March 31, 1997, the maximum liability which could be
   paid under these agreements is $358,000.  The amount charged to operations
   was $26,000, $18,000, and $18,000 for 1997, 1996, and 1995, respectively,
   under these agreements. 

   The Corporation has reserved 290,950 shares of common stock to be issued
   under a nonqualified stock option plan for employees and directors.  A
   committee comprised of at least three directors of the Corporation
   administers the plan.  The committee determines the persons to whom awards
   will be granted under the plan, except for certain option grants to
   nonemployee directors which are automatic pursuant to the terms of the
   plan. Options granted under the plan may be incentive stock options
   ("ISO") or nonincentive stock options ("SO"), provided that only SOs may
   be granted to nonemployee directors.  The per share exercise price of
   options granted under the plan may not be less than the fair market value
   of a share of Corporation common stock on the date of grant, subject to
   certain additional limitations for ISOs granted to a 10% or more
   shareholder.  Options granted under the plan and outstanding as of March
   31, 1997 have an exercise term of ten years from the grant date. The plan
   also authorizes the committee to grant stock appreciation rights to
   officers and employees of the Corporation.  The plan expires September 23,
   2003, and is subject to early termination at the direction of the Board of
   Directors of the Corporation.  

   The following is a summary of stock option activity:

                                        Shares           Option Price
                                     Under Option          Per Share

     Outstanding at April 1, 1994      130,344                $10
     Granted                             5,819                $15
     Exercised                          (5,819)               $10
                                       -------
     Outstanding at March 31, 1995     130,344                $10 - $15
     Exercised                         (12,500)               $10
                                       -------
     Outstanding at March 31, 1996     117,844                $10 - $15
     Exercised                          (7,189)               $10
                                       -------
     Outstanding at March 31, 1997     110,655                $10 - $15
                                       =======


   At March 31, 1997 there were 57,354 shares eligible for exercise.  The
   options above are nonincentive stock options and are eligible to be
   exercised over a five-year period at 20% each year.  As discussed in Note
   2, the Corporation has entered into an agreement for a merger of equals. 
   As part of this business combination, all outstanding options will become
   vested upon completion of the merger.

   In October, 1995, the FASB issued SFAS No. 123, "Accounting for
   Stock-Based Compensation."  The Corporation adopted the provisions of the
   new standard effective April 1, 1996.  As permitted by the statement, the
   Corporation did not adopt the fair value method of expense recognition for
   stock-based compensation awards.  The Corporation continues to apply APB
   Opinion No. 25 in accounting for its stock option plan.  Accordingly, no
   compensation cost has been recognized for the plan.  Had compensation cost
   been determined on the basis of fair value pursuant to SFAS No. 123, net
   income and earnings per share would not have been affected as no options
   were granted in the years ended March 31, 1997 and 1996.

   The Corporation sponsors an ESOP for substantially all of its full-time
   employees.  The ESOP originally borrowed $1,800,000 from FCB Financial
   Corp. and purchased 180,000 shares of Corporation common stock.  The loan
   is payable in annual installments of approximately $243,000 including
   interest at a rate of 6.5% over a ten-year amortization.  Contributions to
   the plan must be sufficient to service the ESOP loan.  Any additional
   contributions are determined by the Board of Directors.   All dividends
   received by the ESOP are used to pay debt service.  As the debt is repaid,
   shares are released and allocated to active employees, based on the
   proportion of debt service paid in the year.  As shares are committed to
   be released, the Corporation reports ESOP expense equal to the current
   market price of the shares, and the shares become outstanding for earnings
   per share computations.  The cost of the unearned shares is reported in
   the consolidated statement of financial position as unearned compensation. 
   Dividends on allocated ESOP shares are recorded as a reduction of retained
   earnings; dividends on unallocated ESOP shares are recorded as ESOP
   expense.  ESOP expense was $415,000, $380,000 and $328,000 for 1997, 1996,
   and 1995, respectively.  Dividends received by the ESOP were approximately
   $123,200, $102,600 and $70,200 in 1997, 1996 and 1995, respectively, and
   were used to reduce loan principal. The fair value of unearned ESOP shares
   at March 31, 1997 totalled $1.9 million.

   Effective April 1, 1994, the Corporation adopted Statement of Position
   ("SOP") 93-6, "Employers Accounting for Employee Stock Ownership Plans,"
   issued by the American Institute of Certified Public Accountants.  The SOP
   applies to the Corporation's Employee Stock Ownership Plan ("ESOP") shares
   that were not committed to be released as of April 1, 1994 and requires
   that 1)  compensation expense be recognized based on the fair value of the
   ESOP shares when committed to be released rather than based on the cost of
   the shares to the ESOP as required under previous accounting, and 2)  ESOP
   shares that have not been committed to be released are not considered
   outstanding for purposes of computing earnings per share, as was required
   by previous accounting.

   The following is a summary of ESOP shares at March 31:

                                          1997               1996

     Allocated                          90,461             67,390
     Committed to be released-              - 
     Unearned                           87,708            112,610
                                       -------            -------
     Total                             178,169            180,000
                                       =======            =======

   During 1997, 1,831 allocated shares were distributed to former employees. 


   NOTE 11 - INCOME TAXES

   The provision for income taxes consists of the following:

                                          Year Ended March 31,
                                    1997          1996         1995
                                         (Dollars In Thousands)

     Current tax expense (credit):
       Federal                    $1,431         $1,532       $1,113
       Low income housing credit     (70)           (70)         (70)
       State                         288            366          298
                                 -------        -------      -------
     Total current                 1,649          1,828        1,341
                                 -------        -------      -------
     Deferred tax expense
      (credit): 
       Federal                        13           (129)         122
       State                           3            (32)          30
                                 -------        -------      -------
     Total deferred                   16           (161)         152
                                 -------        -------      -------
     Total provision for
      income taxes              $  1,665       $  1,667     $  1,493
                                 =======        =======      =======

   Deferred income taxes are provided for the temporary differences between
   the financial reporting basis and the tax basis of the Corporation's
   assets and liabilities.  The major components of the net deferred tax
   asset as of March 31 are as follows:

                                    1997           1996
                                   (Dollars In Thousands)

   Deferred tax assets:
     Unrealized securities
      losses                     $    55        $    16
     Allowance for loan losses       201             -  
     Deferred directors' fees        238            222
     Deferred loan fees               71             92
     Other - Net                      88            201
                                  ------         ------
       Total deferred tax assets     653            531
                                  ------         ------
   Deferred tax liabilities:
     Depreciation                    (32)            (9)
     FHLB stock dividends           (118)          (118)
     Mortgage servicing rights       (76)            - 
                                  ------         ------
       Total deferred tax
        liabilities                 (226)          (127)
                                  ------         ------
     Net deferred tax asset      $   427        $   404
                                  ======         ======

   The provision for income taxes differs from that computed at the federal
   statutory corporate tax rate as follows:

                                            
                                      Year Ended March 31,
                            1997              1996              1995
                      Amount    Percent  Amount  Percent   Amount   Percent
                                     (Dollars In Thousands)

   Income before
    provision for
    income taxes      $4,105      100%  $4,224      100%   $3,876     100%
                       =====      ====   =====      ====    =====     ====
   Tax at federal
    statutory rates   $1,396       34%  $1,436       34%   $1,318      34%
   Increase (decrease)
    in tax:
     State income
      taxes - 
       Net of federal
        income tax
        benefits         191        5%     220        5%      216       6%
     Low income housing
      credit             (70)      (2%)    (70)      (2%)     (70)     (2%)
     ESOP compensation    56        1%      47        1%       39       1%
     Other                92        2%      34        1%      (10)      0%
                       -----      ----   -----      ----    -----     ----
   Totals             $1,665       40%  $1,667       39%   $1,493      39%
                       =====      ====   =====      ====    =====     ====


   Legislation was passed in 1996 to require recapture of previously allowed
   tax bad debt provisions.  This legislation requires the Corporation to
   recapture its post-1987 reserves of $1,075,000 over an anticipated
   six-year period.  The repayments have an immaterial impact on the income
   statement due to the current deferred tax implications of the allowance
   for loan losses.  The following table summarizes the activity related to
   bad debt recapture:

                                   (Dollars In Thousands)

     Total recapture required                $     1,075
     1997 recapture recognized                      (179)
                                                --------
     Balance to be recaptured 1998-2002      $       896
                                                ========


   NOTE 12 - SHAREHOLDERS' EQUITY

   At the time of converting to a stock company, the Bank established a
   liquidation account in an amount equal to its total net worth as of the
   date of the latest consolidated statement of financial condition appearing
   in the final prospectus.  The liquidation account will be maintained for
   the benefit of eligible account holders who continue to maintain their
   accounts at the Bank after the conversion.  The liquidation account will
   be reduced annually to the extent that eligible account holders have
   reduced their qualifying deposits.  Subsequent increases will not restore
   an eligible account holder's interest in the liquidation account.  In the
   event of a complete liquidation, each account holder will be entitled to
   receive a distribution from the liquidation account in an amount
   proportionate to the current adjusted qualifying balances for accounts
   then held.  Except for the purchase of stock and payment of dividends by
   the Bank, the existence of the liquidation account will not restrict use
   or application of shareholders' equity.

   Under federal laws and regulations, the Bank is required to meet certain
   tangible, core, and risk-based capital requirements.  Tangible capital
   generally consists of stockholder's equity minus certain intangible assets
   and investments in and advances to "nonincludable" subsidiaries.  Core
   capital generally consists of tangible capital plus qualifying intangible
   assets.  The risk-based capital requirements presently address risk
   related to both recorded assets and off-balance-sheet commitments and
   obligations.

   The following table summarizes the Bank's capital ratios and the ratios
   required by federal laws and regulations at March 31, 1997:


                                 Tangible       Core        Risk-Based
                                  Capital      Capital        Capital

     Bank's Regulatory Percentage 14.12%        14.12%         24.23%
     Required Regulatory
      Percentage                   1.50%         3.00%          8.00%
                                 -------       -------        -------
     Excess Regulatory Percentage 12.62%        11.12%         16.23%
                                 =======       =======        =======

                                        
                                 (Dollars In Thousands)

     Bank's Regulatory Capital   $38,030       $38,030        $39,522
     Required Regulatory Capital   4,039         8,077         13,050
                                 -------       -------        -------
     Excess Regulatory Capital   $33,991       $29,953        $26,472
                                 =======       =======        =======

   The Bank has been rated by the OTS as a Tier 1 institution which is
   defined as "an association that has capital immediately prior to and on a
   pro forma basis after giving effect to a proposed capital distribution
   that is equal to or greater than the amount of its fully phased-in capital
   requirement."  It is management's opinion, as of March 31, 1997, that the
   Bank meets all capital adequacy requirements to which it is subject, and
   there were no conditions or events since the OTS's rating which would have
   changed the Bank's rating.

   The capital distribution regulations allow a Tier 1 association to make
   capital distributions during a calendar year up to 100% of its net income
   to date plus the amount that would reduce by one half its surplus capital
   ratio at the beginning of the calendar year.  Any distributions in excess
   of that amount requires prior OTS notice, with the opportunity for OTS to
   object to the distribution.

   The Bank has qualified under provisions of the Internal Revenue Code which
   permit as a deduction from taxable income an allowance for bad debts which
   differs from the provision for such losses charged to income. 
   Accordingly, retained earnings at March 31, 1997, included approximately
   $7,400,000 for which no provision for federal income taxes has been made. 
   If in the future this portion of retained earnings is used for any purpose
   other than to absorb bad debts, federal income taxes may be imposed at the
   then applicable rates.


   NOTE 13 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

   The Corporation is a party to financial instruments with off-balance sheet
   risk in the normal course of business to meet the financing needs of its
   customers.  These financial instruments are in the form of commitments to
   extend credit and involve elements of credit risk in excess of the amount
   recognized in the consolidated statement of financial condition.

   The Corporation's exposure to credit loss in the event of nonperformance
   by the other party to the financial instrument for commitments to extend
   credit is represented by the contractual amount of those instruments.  The
   Corporation uses the same credit policies in making commitments and
   conditional obligations as it does for on-balance sheet instruments.

   Financial instruments whose contract amounts represent credit risk at
   March 31 are as follows:

                                                1997           1996
                                              (Dollars In Thousands)

     Commitments to extend credit:
       Fixed rate (6.50% - 8.375% at March 31,
        1997 and 6.875% - 8.25% at March 31,
        1996)                                 $  6,145       $  5,649
       Adjustable rate (6.75% - 8.75% at
        March 31, 1997 and 5.875% - 8.50%
        at March 31, 1996)                       3,234          4,700
                                               -------        -------
     Total outstanding commitments            $  9,379       $ 10,349
                                               =======        =======
     Unused lines of credit                   $  2,270       $  1,473
                                               =======        =======
     Commitments to sell loans                $  3,247       $     - 
                                               =======        =======


   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 not exceeding a maximum
   of 45 days or other termination clauses and may require payment of a fee. 
   Since a portion of the commitments are expected to expire without being
   drawn upon, the total commitment amounts do not necessarily represent
   future cash requirements.  The Corporation evaluates each customer's
   creditworthiness on a case-by-case basis.  The amount of collateral
   obtained, if it is deemed necessary by the Corporation upon extension of
   credit, is based on management's credit evaluation of the party.  

   The Corporation frequently enters into loan sale commitments prior to
   closing loans in order to limit interest rate risk for the period of time
   between when a loan is committed and when it is sold. These sale
   commitments are typically made on a loan by loan basis.

   NOTE 14 - FAIR VALUES OF FINANCIAL INSTRUMENTS

   The following methods and assumptions were used to estimate the fair value
   of the Corporation's financial instruments:

     Cash and cash equivalents:  The carrying amounts reported in the
     consolidated statement of financial condition for cash and short-term
     interest-bearing deposits approximate those assets' fair values.

     Investment and mortgage-related securities:  Fair values are based on
     quoted market prices, where available.  If a quoted market price is not
     available, fair value is estimated using quoted market prices for
     similar securities.

     Loans receivable and loans held for sale:  For certain homogeneous
     categories of loans, such as fixed-rate residential mortgages, fair
     value is estimated using the quoted market prices for securities backed
     by similar loans, adjusted for differences in loan characteristics.  The
     fair value of other types of loans is estimated by discounting the
     future cash flows using the current rates at which similar loans would
     be made to borrowers with similar credit ratings.  The carrying amount
     of accrued interest approximates its fair value.  Impaired loans are
     measured at the estimated fair value of the expected future cash flows
     at the loan's effective interest rate, the loan's observable market
     price or the fair value of the collateral for loans which are collateral
     dependent.  Therefore, the carrying value of impaired loans approximates
     the estimated fair value for these assets.  

     Mortgage servicing rights: The fair value of mortgage servicing rights
     is based on the present value of future cash flows using discounted
     rates applicable to the level of risk of the underlying loans.

     Deposit accounts:  The fair value of NOW, passbook, and money market
     accounts is the amount payable on demand at the reporting date.  The
     fair value of fixed-maturity certificate accounts is estimated using
     discounted cash flows with discount rates at interest rates currently
     offered for deposits of similar remaining maturities.

     Borrowed funds:  Rates currently available to the Corporation for debt
     with similar terms and remaining maturities are used to estimate fair
     value of existing debt.  The fair value of borrowed funds due on demand
     is the amount payable at the reporting date.  The fair value of borrowed
     funds with fixed terms is estimated using discounted cash flows with
     discount rates at interest rates currently offered by lenders for
     similar remaining maturities.

     Off-balance-sheet instruments:  The fair value of commitments would be
     estimated using the fees currently charged to enter into similar
     agreements, taking into account the remaining terms of the agreements,
     the current interest rates, and the present creditworthiness of the
     counter parties.  Since this amount is immaterial, no amounts for fair
     value are presented.

     Limitations:  Fair value estimates are made at a specific point in time,
     based on relevant market information and information about the financial
     instrument.  These estimates do not reflect any premium or discount that
     could result from offering for sale at one time the Corporation's entire
     holdings of a particular financial instrument.  Because no market exists
     for a significant portion of the Corporation's financial instruments,
     fair value estimates are based on judgments regarding future expected
     prepayment experience, current economic conditions, risk characteristics
     of various financial instruments, and other factors.   These estimates
     are subjective in nature and involve uncertainties and matters of
     significant judgment and, therefore, cannot be determined with
     precision.  Changes in assumptions could significantly affect the
     estimates.  Fair value estimates are based on existing on- and
     off-balance sheet financial instruments without attempting to estimate
     the value of anticipated future business and the value of assets and
     liabilities that are not considered financial instruments.  Significant
     assets and liabilities that are not considered financial instruments
     include premises and equipment, other assets, and other liabilities.  In
     addition, the tax ramifications related to the realization of the
     unrealized gains and losses can have a significant effect on fair value
     estimates and have not been considered in the estimates.

     The carrying value and estimated fair value of financial instruments at
     March 31 were as follows:

                                     1997                    1996
                             Carrying    Estimated  Carrying       Estimated
                              Amount    Fair Value   Amount       Fair Value
                                        (Dollars In Thousands)

   Financial assets:
     Cash and cash
      equivalents            $4,628      $4,628        $4,792        $4,792
     Securities              31,889      31,929        31,742        31,857
     Federal Home Loan
      Bank stock              3,245       3,245         2,595         2,595
     Total loans - Net      224,766     225,561       210,058       212,930
     Mortgage servicing
      rights                    194         239            -             - 
                            -------     -------       -------       -------
   Total financial
    assets                 $264,722    $265,602      $249,187      $252,174
                            =======     =======       =======       =======
   Financial liabilities:
     Deposit accounts      $153,163    $153,668      $151,115      $152,252
     Borrowed funds          64,900      64,526        51,900        51,729
                            -------     -------       -------       -------
   Total financial
    liabilities            $218,063    $218,194      $203,015      $203,981
                            =======     =======       =======       =======



   NOTE 15 - PARENT COMPANY ONLY FINANCIAL STATEMENTS


                        STATEMENTS OF FINANCIAL CONDITION
                             March 31, 1997 and 1996
                             (Dollars In Thousands)

                                     ASSETS

                                           1997          1996

     Cash                               $   778       $   145
     Mortgage-related securities
      available for sale                  3,833         3,888
     Investment in subsidiary            38,654        37,733
     Other assets                         4,652         5,944
                                         ------        ------
     TOTAL ASSETS                       $47,917       $47,710
                                         ======        ======


                      LIABILITIES AND SHAREHOLDERS' EQUITY


     Other liabilities                  $   485       $   518
     Total shareholders' equity          47,432        47,192
                                         ------        ------
     TOTAL LIABILITIES AND
      SHAREHOLDERS' EQUITY              $47,917       $47,710
                                         ======        ======


                              STATEMENTS OF INCOME
                   Years Ended March 31, 1997, 1996, and 1995
                             (Dollars In Thousands)

                                           1997          1996          1995

     Interest and dividend income        $2,222        $2,154        $1,803
     Equity in undistributed net
      income of subsidiary                  471           729           945
                                          -----         -----         -----
     Total income                         2,693         2,883         2,748
     Other expense                          124           155           141
                                          -----         -----         -----
     Income before provision for
      income taxes                        2,569         2,728         2,607
     Provision for income taxes             129           171           224
                                          -----         -----         -----
     Net income                          $2,440        $2,557        $2,383
                                          =====         =====         =====

   <PAGE>

                            STATEMENTS OF CASH FLOWS
                   Years Ended March 31, 1997, 1996, and 1995
                             (Dollars In Thousands)

                                           1997          1996          1995

   Cash flows from operating
    activities:
   Net income                            $2,440        $2,557        $2,383
                                          -----         -----         -----
     Adjustments to reconcile net
      income to net cash provided by
      operating activities:
       Equity in net income of
        subsidiary                       (2,176)       (2,229)       (2,011)
       Increase in other assets              (8)         (366)         (104)
       Increase (decrease) in
        other liabilities                  (100)           78            87
                                         ------        ------        ------
     Total adjustments                   (2,284)       (2,517)       (2,028)
                                         ------        ------        ------
   Net cash provided by operating
    activities                              156            40           355
                                         ------        ------        ------
   Cash flows from investing activities:
       Proceeds from maturities of
        investment securities held
        to maturity                          -          2,000            - 
       Dividend received from subsidiary  1,705         1,500         1,066
       Net decrease (increase) in 
          note receivable                 1,326          (258)        2,980
                                         ------        ------        ------
   Net cash provided by investing
    activities                            3,031         3,242         4,046
                                         ------        ------        ------
   Cash flows from financing activities:
       Purchase of treasury common stock   (997)       (2,407)       (3,130)
       Proceeds from exercise of
        stock options                        72           125            59
       Dividends paid                    (1,629)       (1,423)       (1,013)
                                         ------        ------        ------
   Net cash used in financing
    activities                           (2,554)       (3,705)       (4,084)
                                         ------        ------        ------
   Net increase (decrease) in cash          633          (423)          317
   Cash at beginning                        145           568           251
                                         ------        ------        ------
   Cash at end                          $   778       $   145       $   568
                                         ======        ======        ======

   <PAGE>

                     INDEPENDENT AUDITOR'S REPORT





   Board of Directors and Shareholders
   FCB Financial Corp.
   Neenah, Wisconsin


   We have audited the accompanying consolidated statements of financial
   condition of FCB Financial Corp. and Subsidiaries as of March 31, 1997 and
   1996, and the related consolidated statements of income, shareholders'
   equity, and cash flows for each of the three years in the period ended
   March 31, 1997.  These financial statements are the responsibility of the
   Corporation's management.  Our responsibility is to express an opinion on
   these 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 referred to above
   present fairly, in all material respects, the financial condition of FCB
   Financial Corp. and Subsidiaries at March 31, 1997 and 1996, and the
   results of their operations and their cash flows for each of the three
   years in the period ended March 31, 1997, in conformity with generally
   accepted accounting principles.



                                    /s/ Wipfli Ullrich Bertelson LLP         



   April 16, 1997
   Green Bay, Wisconsin



                 REPORT OF MANAGEMENT RESPONSIBILITIES





   Management is responsible for the preparation, content and integrity of
   the financial statements and all other financial information included in
   this Annual Report on Form 10-K.  The financial statements have been
   prepared in accordance with generally accepted accounting principles.

   The Corporation maintains a system of internal controls designed to
   provide reasonable assurance as to the integrity of financial records and
   the protection of assets.  The system of internal controls includes
   written policies and procedures, proper delegation of authority and
   organizational division of responsibilities, and the careful selection and
   training of qualified personnel.

   Management recognizes that the cost of a system of internal controls
   should not exceed the benefits derived and that there are inherent
   limitations to be considered in the potential effectiveness of any system. 
   However, management believes that the system of internal controls provides
   reasonable assurances that financial transactions are recorded properly to
   permit the preparation of reliable financial statements.

   The Audit Committee of the Board of Directors is composed of a majority of
   outside directors and has the responsibility for the recommendation of the
   independent auditors for the Corporation.  The Committee meets regularly
   with independent auditors to review the scope of their audits and audit
   reports and to discuss any action to be taken.  The independent auditors
   have free access to the Audit Committee.




   /s/ Donald D. Parker

   Donald D. Parker
   Chairman of the Board


   /s/ Phillip J. Schoofs

   Phillip J. Schoofs
   Vice President,
   Treasurer and Chief Financial Officer

   <PAGE>

                      FCB FINANCIAL CORP. AND SUBSIDIARIES
                    SUPPLEMENTAL CONSOLIDATED FINANCIAL DATA
                                   (Unaudited)

   FISCAL YEAR 1997
                              FIRST      SECOND         THIRD        FOURTH
                            (Dollars In Thousands, Except Per Share Amounts)

     Interest and dividend
      income                 $4,852      $4,986        $5,081        $5,046
     Interest expense         2,617       2,715         2,753         2,742
                              -----       -----         -----         -----
     Net interest income      2,235       2,271         2,328         2,304
     Provision for loan
      losses                     50          50           100           150
                              -----       -----         -----         -----
     Net interest income
      after provision for
      loan losses             2,185       2,221         2,228         2,154
     Net gain on sale
      of loans                    5         119           146            18
     Other noninterest income   170         172           179           178
     Operating expenses       1,122       2,157         1,215         1,176
                              -----       -----         -----         -----
     Income before provision
      for income taxes        1,238         355         1,338         1,174
     Provision for income
      taxes                     481         136           589           459
                              -----       -----         -----         -----
     Net income                $757        $219          $749          $715
                              =====       =====         =====         =====
     Earnings per share       $0.31       $0.09         $0.31         $0.30
                              -----       -----         -----         -----
     Dividends declared
      per share               $0.18       $0.18         $0.18         $0.18
                              -----       -----         -----         -----
     Per share stock
      price ranges:
       High                  $18.25      $17.75        $19.50        $23.50
       Low                   $17.50      $17.00        $17.25        $18.50
       Close                 $17.50      $17.25        $18.50        $22.00

   FISCAL YEAR 1996
                              FIRST      SECOND         THIRD        FOURTH
                             (Dollars In Thousands, Except Per Share Amounts)

     Interest and dividend
      income                 $4,370      $4,529        $4,695        $4,725
     Interest expense         2,477       2,524         2,553         2,527
                              -----       -----         -----         -----
     Net interest income      1,893       2,005         2,142         2,198
     Provision for loan
      losses                     50          50            50            50
                              -----       -----         -----         -----
     Net interest income
      after provision for
      loan losses             1,843       1,955         2,092         2,148
     Net gain (loss) on
      sale of loans              19          25            59           (23)
     Other noninterest income   172         175           167           171
     Operating expenses       1,094       1,123         1,171         1,191
                              -----       -----         -----         -----
     Income before provision
      for income taxes          940       1,032         1,147         1,105
     Provision for income
      taxes                     371         410           453           433
                              -----       -----         -----         -----
     Net income                $569        $622          $694          $672
                              =====       =====         =====         =====
     Earnings per share       $0.22       $0.25         $0.27         $0.27
                              -----       -----         -----         -----
     Dividends declared
      per share               $0.15       $0.15         $0.15         $0.15
                              -----       -----         -----         -----
     Per share stock price
      ranges:
       High                  $16.00      $17.75        $18.50        $18.50
       Low                   $14.75      $15.25        $16.25        $17.25
       Close                 $15.50      $17.00        $18.50        $18.00


   Item 9.    Changes in and Disagreements with Accountants on Accounting and
   Financial Disclosure

              None.


                                     PART III

   Item 10    Directors and Executive Officers of the Registrant

        Pursuant to Instruction G, the information required by this Item
   with respect to directors is hereby incorporated herein by reference from
   the information contained under the section captioned "Election of
   Directors" set forth in the Corporation's definitive proxy statement for
   the Corporation's 1997 Annual Meeting of Shareholders ("Proxy Statement"). 
   Information concerning the executive officers of the Corporation is
   included under separate caption in Part I of this document.

   Item 11.   Executive Compensation 

        Pursuant to Instruction G, the information required by this Item is
   hereby incorporated herein by reference from the information contained
   under the sections captioned "Board of Directors - Director Compensation"
   and "Executive Compensation" set forth in the Proxy Statement provided,
   however, that the section captioned "Executive Compensation - Report of
   Executive Compensation" shall not be deemed to be incorporated herein by
   reference.

   Item 12.   Security Ownership of Certain Beneficial Owners and Management

        Pursuant to Instruction G, the information required by this Item is
   hereby incorporated herein by reference from the information contained
   under the section captioned "Principal Shareholders" set forth in the
   Proxy Statement.

   Item 13.   Certain Relationships and Related Transactions

        Pursuant to Instruction G, the information required by this Item is
   hereby incorporated herein by reference from the information contained
   under the section captioned "Executive Compensation - Certain
   Transactions" set forth in the Proxy Statement.


                                     PART IV

   Item 14.   Financial Statement Schedules, and Reports on Form 8-K

        (a)(1)Financial Statements.

        The Consolidated Financial Statements and Auditors' Report listed
   below are included in the in Part II, Item 8 hereof and incorporated
   herein by reference.

        1.    Independent Auditors' Report.

        2.    Consolidated Statements of Financial Condition at March 31,
   1997 and 1996.

        3.    Consolidated Statements of Income for the Years Ended March 31,
   1997, 1996 and 1995.

        4.    Consolidated Statements of Shareholders' Equity for the Years
   Ended March 31, 1997, 1996 and 1995.

        5.    Consolidated Statements of Cash Flows for the Years Ended March
   31, 1997, 1996 and 1995.

        6.    Notes to Consolidated Financial Statements.

        (a)(2)Financial Statement Schedules

        All schedules are omitted because they are not required or are not
   applicable or the required information is included in the Corporation's
   Consolidated Financial Statements.

        (a)(3)Exhibits

        See Exhibit Index and exhibits attached.

        (b) Reports on Form 8-K

        No reports on Form 8-K have been filed by the Corporation during the
   last quarter of the 1997 fiscal year.

   <PAGE>

                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the
   Securities Exchange Act of 1934, as amended, the Registrant has duly
   caused this report to be signed on its behalf by the undersigned,
   thereunto duly authorized.

                                               FCB FINANCIAL CORP.

   Date:  June 16, 1997

                                               By: /s/ Donald D. Parker
                                               Donald D. Parker
                                               Chairman of the Board
                                               and Director

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



   /s/ James J. Rothenbach  /s/ Richard A. Bergstrom /s/ Dr. Edwin L. Downing
   James J. Rothenbach      Richard A. Bergstrom     Dr. Edwin L. Downing
   President, Chief         Director                 Director
   Executive Officer and
   Director (Principal
    Executive Officer)

   Date:  June 16, 1997     Date:  June 16, 1997     Date:  June 16, 1997



   /s/ Phillip J. Schoofs   /s/ Walter H. Drew       /s/ Thomas C. Butterbrodt
   Phillip J. Schoofs       Walter H. Drew           Thomas C. Butterbrodt
   Vice President,          Director                 Director
   Treasurer and Chief
   Financial Officer
   (Principal Financial and 
   Accounting Officer)

   Date:  June 16, 1997     Date:  June 16, 1997     Date:  June 16, 1997



   /s/ David L. Erdmann     /s/ Donald S. Koskinen   /s/ Ronald L. Tenpas
   David L. Erdmann         Donald S. Koskinen       Ronald L. Tenpas
   Director                 Director                 Director

   Date:  June 16, 1997     Date:  June 16, 1997     Date:  June 16, 1997



   /s/ William A. Raaths    /s/ William J. Schmidt   /s/ David L. Baston
   William A. Raaths        William J. Schmidt       David L. Baston
   Director                 Director                 Director

   Date:  June 16, 1997     Date:  June 16, 1997     Date:  June 16, 1997



   /s/ David L. Geurden     /s/ David L. Omachinski
   David L. Geurden         David L. Omachinski
   Director                 Director

   Date:  June 16, 1997     Date:  June 16, 1997


   <PAGE>
                                  EXHIBIT INDEX


   Exhibit No.              Exhibit


       2.1       Agreement and Plan of Merger between FCB Financial Corp. and
                 OSB Financial Corp., herein dated November 13, 1996
                 (incorporated herein by reference to Exhibit 2.1 of
                 Registrant's Form S-4 Registration Statement, Registration
                 No. 333-23177)

       3.1       Articles of Incorporation of FCB Financial Corp.
                 (incorporated herein by reference to Exhibit 3.1 of
                 Registrant's Form S-1 Registration Statement, Registration
                 N0. 33-53204)

       3.2       Bylaws of FCB Financial Corp. (incorporated herein by
                 reference to Exhibit 3.2 of Registrant's Form S-1
                 Registration Statement, Registration No. 33-63204)

       10.1      FCB Financial Corp. 1993 Stock Option and Incentive Plan
                 (incorporated herein by reference to Exhibit 4.1 of
                 Registrant's Form S-8 Registration Statement, Registration
                 No. 33-82584)* 

       10.2      OSB Financial Corp. 1992 Stock and Incentive Plan
                 (incorporated by reference under File No. 0-20335 to Exhibit
                 A of OSB Financial Corp.'s Definitive Proxy Statement for
                 the First Annual Meeting of Stockholders held on April 22,
                 1993; filed on March 25, 1993)*

       10.3      Amendment to OSB Financial Corp. 1992 Stock Option and
                 Incentive Plan (incorporated herein by reference to Exhibit
                 4.2 of Registrant's Form S-8 Registration Statement,
                 Registration No. 333-27135)*

       10.4      FCB Financial Corp. Employee Stock Ownership Plan
                 (incorporated herein by reference to Exhibit 10.3 of
                 Registrant's Form S-1 Registration Statement, Registration
                 No. 33-63204)*

       10.5      Fox Cities Bank, F. S.B. Management Bonus Plan (incorporated
                 herein by reference to Exhibit 10.4 of Registrant's Form S-1
                 Registration Statement, Registration N. 33-63204)*

       10.6      Deferred Compensation Agreement between Fox Cities Bank,
                 F.S.B. and Donald D. Parker (incorporated herein by
                 reference to Exhibit 10.5 of Registrant's Form S-1
                 Registration Statement, Registration No. 33-63204)*

       10.7      Deferred Compensation Agreement between Fox Cities Bank,
                 F.S.B. and Harold L. Hermansen (incorporated herein by
                 reference to Exhibit 10.6 of Registrant's Form S-1
                 Registration Statement, Registration No. 33-63204)*

       10.8      Employment Agreement with Donald D. Parker, dated May 1,
                 1997 (incorporated herein by reference under File No.
                 0-22066 to Exhibit 2.2 of Registrant's Current Report on
                 Form 8-K, dated May 1, 1997)*

       10.9      Employment Agreement with James J. Rothenbach, dated May 1.
                 1997 (incorporated herein by reference under File No.
                 0-22066 to Exhibit 2.3 of Registrant's Current Report on
                 Form 8-K, dated May 1, 1997)*

       10.10     Employment Agreement with Phillip J. Schoofs, dated May 1.
                 1997 (incorporated herein by reference under File No.
                 0-22066 to Exhibit 2.4 of Registrant's Current Report on
                 Form 8-K, dated May 1, 1997)*

       10.11     Employment Agreement with Theodore W. Hoff, dated May 1.
                 1997 (incorporated herein by reference under File No.
                 0-22066 to Exhibit 2.5 of Registrant's Current Report on
                 Form 8-K, dated May 1, 1997)*

       10.12     Employment Agreement with Harold L. Hermansen, dated May 1.
                 1997 (incorporated herein by reference under File No.
                 0-22066 to Exhibit 2.6 of Registrant's Current Report on
                 Form 8-K, dated May 1, 1997)*

       10.13     Unfunded Deferred Compensation Plan for the Directors of Fox
                 Cities Bank, F.S.B. (incorporated by reference to Exhibit
                 10.12 of Registrant's Annual Report on Form 10-K for the
                 fiscal year ended March 31, 1994)*

       11        Statement re: Computation of per Share Earnings

       21        Subsidiaries of the Registrant

       23        Consent of Wipfli Ullrich Bertelson LLP

       27        Financial Data Schedule (EDGAR version only)

   * A management contract or compensatory plan or arrangement.


   Fox Cities Bank, F.S.B., a wholly-owned subsidiary of the Registrant, is
   the obligor under several long-term loan agreements with the Federal Home
   Loan Bank of Chicago.  The loan agreements are not being filed with this
   Annual Report on Form 10-K in reliance upon Item 601(b)(4)(iii) of
   Regulation S-K.  Copies of these documents will be furnished to the
   Securities and Exchange Commission upon request.