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, 1998

                                       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          (IRS Employer Identification No.)
   incorporation or organization)

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

   Registrant's telephone number, including area code:         (920) 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 other
   information statements incorporated by reference in Part III of this Form
   10-K or any amendments 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, 1998, was $     104,000,000    . 

   Number of shares of common stock, $.01 par value, outstanding as of May
   31, 1998:   3,867,080

   Documents Incorporated by Reference:
   Portions of FCB Financial Corp.'s Proxy Statement for the 1998 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, 1998

   PART I                                                            Page No.

   Item 1    Business                                                  1

   Item 2    Properties                                               39

   Item 3    Legal Proceedings                                        39

   Item 4    Submission of Matters to a Vote of Security Holders      39


   PART II

   Item 5    Market for Registrant's Common Equity
             and Related Shareholder Matters                          40

   Item 6    Selected Financial Data                                  40

   Item 7    Management's Discussion and Analysis of Financial
             Condition and Results of Operations                      40

   Item 7A   Quantitative and Qualitative Disclosures about
             Market Risk                                              40

   Item 8    Financial Statements and Supplementary Data              40

   Item 9    Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure                      40


   PART III

   Item 10   Directors and Executive Officers of the Registrant       40

   Item 11   Executive Compensation                                   40

   Item 12   Security Ownership of Certain Beneficial
             Owners and Management                                    41

   Item 13   Certain Relationships and Related Transactions           41

   PART IV

   Item 14   Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K                                  41

   Signatures                                                         42

   <PAGE>

                                     PART I

   Item 1. Business

   General

          FCB Financial Corp. (the "Corporation"), a Wisconsin corporation,
   became the unitary savings and loan holding company for Fox Cities Bank
   (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, 1998, the Corporation had
   total consolidated assets of $517.8 million and consolidated shareholders
   equity of $74.9 million.  The Corporation declared quarterly cash
   dividends of $0.18 per share to shareholders in the first quarter and $.20
   per share to shareholders in each of the last three quarters in the fiscal
   year ended March 31, 1998, for a dividend payout ratio (dividends declared
   per share divided by diluted earnings per share) of 50.3% 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 loans 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.

          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) canceled 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 canceled 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
   canceled 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 remained 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 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.  The Bank considers its primary market area to be
   East Central Wisconsin (including Winnebago, Outagamie, Calumet, Waushara,
   Green Lake and Fond du Lac counties).

   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,
   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 investment securities and
   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 held to maturity.  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 South Koeller Street, Oshkosh, Wisconsin 54902, and its telephone
   number is (920)236-3680.

   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 a 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, 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,
                                            1998                        1997                        1996
                                     Amount        Percent       Amount       Percent        Amount        Percent

   <S>                              <C>             <C>          <C>            <C>         <C>               <C>   
   Real Estate Loans:
      One- to four-family
       residential                  $214,353        56.24  %     $132,985       57.96  %    $127,426          60.36 %
      Five or more family
       residential                    14,230         3.73          12,379        5.40         13,275           6.29 
      Commercial                      64,451        16.91          34,183       14.90         28,636          13.56 
      Construction                    18,938         4.97          13,885        6.05         13,381           6.34 
                                     -------      -------         -------    --------        -------         ------ 
           Total real estate
            loans                    311,972        81.85         193,432       84.31        182,718          86.55 
                                     -------      -------         -------    --------        -------         ------ 
   Consumer Loans:
      Home improvement and home
       equity                         36,303         9.53          18,540        8.08         14,912           7.07 
      Auto and recreational
       vehicles                       19,496         5.12          15,635        6.81         11,974           5.67 
      Educational                      4,197         1.10           1,186        0.52          1,036           0.49 
      Other                            1,530         0.40             649        0.28            469           0.22 
                                     -------      -------         -------     -------       --------        ------- 
           Total consumer loans       61,526        16.15          36,010       15.69         28,391          13.45 
                                     -------      -------         -------     -------       --------        ------- 
   Commercial Loans                    7,622         2.00             --          --             --             --  
                                     -------      -------         -------     -------       --------        ------- 
      Gross loans
       receivable                    381,120       100.00  %      229,442      100.00  %     211,109         100.00 %
                                     -------       ======         -------     =======       --------        ======= 
   Less:
      Loans in process                 5,930                        5,791                      4,307 
      Unearned interest and loan
       fees                              298                          318                        351 
      Unamortized unrealized
       losses                            391                          432                        479
      Allowance for loan losses        3,567                        1,405                      1,075 
                                     -------                     --------                    ------- 
           Total deductions           10,186                        7,946                      6,212 
                                     -------                     --------                    ------- 
           Total loans, net         $370,934                     $221,496                   $204,897 
                                     =======                     ========                    ======= 

   <CAPTION>

    
                                             1995                       1994
                                      Amount        Percent       Amount     Percent

   <S>                               <C>              <C>       <C>            <C>
   Real Estate Loans:
      One- to four-family
       residential                   $127,172         66.05 %   $102,145       69.01 %
      Five or more family
       residential                     11,346          5.89       10,016        6.77 
      Commercial                       25,512         13.25       17,395       11.75 
      Construction                      7,715          4.01        6,717        4.54 
                                      -------       -------      -------     ------- 
           Total real estate
            loans                     171,745         89.20      136,273       92.07 
                                      -------       -------      -------     ------- 
   Consumer Loans:
      Home improvement and home
       equity                          12,168          6.33        9,658        6.52 
      Auto and recreational
       vehicles                         7,140          3.71          810        0.55 
      Educational                         890          0.46          741        0.50 
      Other                               587          0.30          543        0.36 
                                     --------       -------     --------    -------- 
           Total consumer loans        20,785         10.80       11,752        7.93 
                                     --------       -------     --------    -------- 
   Commercial Loans                       --            --           --          --  
                                     --------       -------     --------    -------- 
      Gross loans
       receivable                     192,530        100.00 %    148,025      100.00 %
                                      -------       -------      -------    ======== 
   Less:
      Loans in process                  4,031                      3,517 
      Unearned interest and loan
       fees                               292                        283 
      Unamortized unrealized
       losses                             525                        --  
      Allowance for loan losses           875                        840 
                                     --------                   -------- 
           Total deductions             5,723                      4,640 
                                     --------                   -------- 
           Total loans, net          $186,807                   $143,385 
                                     ========                   ======== 
   </TABLE>

        The following schedule illustrates the maturities and repricing dates
   of the Bank's loans receivable and loans held for sale at March 31, 1998. 
   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.  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   Construction Loans
                            Weighted               Weighted            Weighted             Weighted             Weighted
                             Average               Average              Average             Average               Average
   Maturity        Amount     Rate      Amount       Rate     Amount     Rate      Amount     Rate    Amount       Rate

   <S>           <C>           <C>     <C>          <C>        <C>       <C>       <C>        <C>       <C>        <C>
   Six months
    or less           --         --     $36,528      8.06 %    $3,469    9.16 %    $13,800    9.09 %    $8,071     7.69 %

   More than six
    months though
    one year          --         --      39,104      7.84       8,256    8.35        12,425   8.73       5,892     8.43  

   More than one
    year through
    three years       --         --      41,768      7.29         744    8.11        20,841   8.47          --       --  

   More than
    three years
    through five
    years             --         --      21,085      7.39         263    9.08        10,102   8.60          --       --  

   More than
    five years
    through ten
    years             --         --      22,311      7.66          --      --        2,595    7.88          --       --  

   More than
    ten years
    through
    twenty
    years        $10,386      7.01 %     37,316      7.35          --      --        3,313    8.51          --       --  

   More than
    twenty years   6,306      7.42       17,172      7.70         536    9.58          451    8.45          --       --  
                 -------               --------               -------              -------             ------- 
      Total      $16,692      7.16 %   $215,284      7.61 %   $13,268    8.61 %    $63,527    8.65 %   $13,963     8.00 %
                 =======     ======    ========     ======    =======  =======     =======  =======    =======   ======= 
   Fixed rate    $16,692               $103,685                $1,013              $11,577                  -- 

   Variable rate      --                 35,967                   530               25,725                  -- 
                 -------               --------               -------             --------             ------- 
   Total due in
    more than
    one year     $16,692               $139,652                $1,543              $37,302                   0
                 =======               ========               =======             ========             =======

   <CAPTION>
                      Consumer Loans       Commercial Loans           Total
                              Weighted               Weighted            Weighted
                              Average                Average              Average
   Maturity        Amount       Rate     Amount        Rate    Amount      Rate

   <S>            <C>         <C>      <C>          <C>      <C>          <C>
   Six months
    or less        $9,120      9.51 %   $4,387       9.48 %   $75,375      8.41 %

   More than six
    months though
    one year        2,483      8.43        93        9.99      68,253      8.14  

   More than one
    year through
    three years    21,476      8.38       643        8.95      85,472      7.87  

   More than
    three years
    through five
    years          24,692      8.30     2,338        9.18      58,480      8.06  

   More than
    five years
    through ten
    years           3,370      8.64       161       10.12      28,437      7.81  

   More than
    ten years
    through
    twenty years      385      8.97        --          --      51,400      7.37  

   More than
    twenty years       --        --        --          --      24,465      7.68  
                  -------            --------                -------- 
      Total       $61,526      8.54 %  $7,622        9.36 %  $391,882      7.97 %
                  =======    ======  ========      ======    ========    ======  
   Fixed rate     $49,923              $3,142                $186,032 

   Variable rate       --                  --                  62,222 
                  -------            --------                -------- 
   Total due in
    more than
    one year      $49,923              $3,142                $248,254 
                  =======            ========                ======== 

   </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, 1998,
   based on the above, the Bank's regulatory loans-to-one-borrower limit for
   most purposes was $14.8 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, 1998 had an aggregate of $4.6 million in loans outstanding.

        Loan applications submitted to the Bank are initially accepted and
   considered at various levels of individual loan officer authority.  The
   Bank Loan Committee, consisting of the President and CEO, Chairman of the
   Board, Vice President - Business Banking, Vice President - Retail Lending,
   Vice President - Retail Sales and Service, Vice President and Business
   Lender, and Assistant Vice President - Sr. Mortgage Loan Officer, may
   approve loans up to $750,000, or up to $1.0 million with the affirmative
   vote of the President and CEO or the Chairman of the Board.  Any credit
   exposure to any one borrower in excess of $500,000 must be approved by the
   Bank Loan Committee.  Any commitments in excess of $1.0 million exposure
   to any one borrower must be approved by the Board Executive Committee or
   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, 1998, $214.4
   million, or 56.2%, 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 a variety of residential loans including various
   types of ARM loans.  Prior to 1986, the Bank originated adjustable rate
   loans on which the interest rate can be reset at the Bank's discretion,
   subject to a rate cap based on state usury laws ("non-index ARM loans"). 
   Since 1986, the Bank has originated 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, 1998, the Bank had
   $11.5 million of non-index ARM loans and $165.2 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 primarily 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. 

        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, 1998, $78.7 million, or 20.6%, 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 $3.0 million and $1.5 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.  At March 31,
   1998, the Bank had 42 of such participations aggregating $11.1 million. 

        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
   borrower's credit history, annual income and financial statements and
   credit references as well as income projections for the property. 
   Generally, in the case of corporate 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, 1998, the Bank held $61.5 million of consumer
   loans in its loans receivable portfolio, or 16.2% of said portfolio.

        The Bank offers a variety of secured consumer loans, including home
   improvement and home equity loans, automobile, boat 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 buys automobile loans originated at local
   dealerships (indirect automobile loans).  Indirect automobile loans are
   underwritten and approved by Bank management prior to buying the loan.  
   Indirect automobile loan production totaled $11.5 million for the fiscal
   year ended March 31, 1998.   Included in the consumer loan portfolio at
   March 31, 1997 are indirect automobile loans of $15.9 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 0.55% of the consumer loan
   portfolio was delinquent 60 days or more at March 31, 1998), 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, 1998, the Bank had approximately
   $18.9 million of 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.  

   Commercial Loans

        In the fiscal year 1998, the Bank began making secured and unsecured
   loans to businesses for purposes other than financing real estate.  The
   Bank considers this to be an attractive lending market based on higher
   yields typically realized, as well as repricing and maturity terms shorter
   than those of traditional real estate loan products.  Management also
   feels that entering the business banking arena will help the Bank expand
   its customer base, and provide the opportunity for additional cross-
   selling.

        The Bank's target for business banking is to provide a full array of
   banking products for small- to mid-market businesses with operations
   typically within the Bank's primary market area.  The Bank currently
   offers secured and unsecured lines of credit, as well as term loans
   secured by plant or equipment.

        The Bank has a comprehensive underwriting policy which includes a
   credit analysis of the borrower to review the borrowing history,
   historical operating results, financial condition, and collateral values 
   which help determine the borrower's ability to repay the loan.  The loan
   approval process also includes a review by the executive officer in charge
   of the business banking division.

        At March 31, 1998, the Bank had $7.6 million outstanding in
   commercial loans, which represents loans disbursed net of principal
   repayments, as well as commercial loans acquired through acquisition.  

        Commercial loans may entail greater risk than loans secured by real
   estate, particularly in the case of unsecured loans, and loans secured by
   inventory and accounts receivable.  In such cases, values of collateral
   may not provide an adequate source of repayment based upon depletion of
   the assets.  Additionally, borrowers are typically more susceptible to
   economic downturns and changes interest rates.  Although the level of
   delinquencies in the Bank's commercial loan portfolio has been low ( 0.59%
   of all commercial loans were delinquent 60 days or more at March 31,
   1998), there can be no assurance that the level of delinquencies will not
   increase in the future.  

   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, 1998, 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 substantially all 
   marketable 15-, 20- and 30-year fixed rate mortgage loans 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, 1998, the Bank
   was servicing $242.5 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, 1998, 1997 and 1996, the Bank earned net servicing fees of
   $567,000, $310,000 and $304,000, respectively.

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

                                          Year Ended March 31,
                                      1998         1997        1996
                                         (Dollars in thousands)

   Gross Loans Receivable:
   At beginning of period            $229,442     $211,109    $192,530 
                                      -------      -------     ------- 
   Acquired through merger            177,786          --          --  
   Loan originations:
     One- to four-family               78,956       38,421      45,065 
     Five or more family                  280          763       1,023 
     Commercial real estate            17,422          706       3,834 
     Construction                      21,909       18,603      19,029 
     Consumer                          40,245       30,732      24,735 
     Commercial                         8,033          --          --  
                                      -------      -------     ------- 
        Total loans
         originated                   166,845       89,225      93,686 
                                      -------      -------     ------- 
   Loans purchased:
     Five or more family                   -            -           10 
     Commercial real estate             6,115        2,459         950 
                                      -------      -------     ------- 
        Total loans purchased           6,115        2,459         960 
                                      -------      -------     ------- 
        Total loans
         originated and
         purchased                    172,960       91,684      94,646 
   Principal repayments              (127,452)     (55,063)    (49,910)

   Net (increase) decrease in
    loans held for sale               (13,422)       1,891      (4,453)
   Sales of fixed rate loans          (58,194)     (20,179)    (21,704)
                                     --------     --------    -------- 
   At end of period                  $381,120     $229,442    $211,109 
                                     ========     ========    ======== 


   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.

        Delinquent commercial loans are monitored and collected on a case-by-
   case basis.

        The Board of Directors is informed on a monthly basis as to the
   status of all loans that are delinquent, as  well as the status on all
   loans currently in foreclosure or collection, and properties or other
   assets 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, 1998, on a net
   basis, the Bank had $73,000 classified as Doubtful.  Additionally, assets
   classified as Special Mention and Substandard totaled $680,000 and $1.1
   million, respectively, at March 31, 1998.  There were no loans classified
   as Loss as of March 31, 1998.  Of the assets classified at March 31, 1998,
   $1.2 million were on a non-accrual status.  As of March 31, 1998,
   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 non-accrual 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,

                                1998      1997      1996     1995     1994
                                         (Dollars in thousands)

   Non-accruing loans:
    One- to four-family           $941       $379    $212     $243     $178 
    Five or more family             --         --      --       --       -- 
    Commercial real estate          --         --      --       --       -- 
    Consumer and other             188         25      --       27        8 

    Commercial                      96         --      --       --       -- 
                                ------      -----   -----   ------   ------ 
     Total                       1,225        404     212      270      186 
                                ------      -----   -----   ------   ------ 
   Foreclosed assets:
    One- to four-family            113         --      --       --       -- 
    Five or more family             --         --      --       --       -- 
    Commercial real estate          --         --      --       --       -- 
    Repossessed assets              --         --      22       --       -- 
                                ------     ------  ------  -------  ------- 
     Total                         113         --      22       --       -- 
                                ------     ------  ------  -------  ------- 
   Total non-performing
    assets                      $1,338       $404    $234     $270     $186 
                                ======     ======  ======  =======  ======= 
   Total non-performing
    assets as a percentage
    of total assets               0.26%      0.15%   0.09%    0.11%    0.09%
                                 =====      =====   =====    =====    ===== 

   For the years ended March 31, 1998 and 1997, 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
                                             1998            1997
                                             (Dollars in thousands)
   Interest income that
    would have been recorded under
    original terms                             $95              $37 
   Interest income recorded during
    the period                                 (45)             (18)
                                             -----           ------ 
   Interest forgone                            $50              $19 
                                             =====           ====== 



             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, 1998,
   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,
                           1998     1997     1996       1995       1994
                                      (Dollars in thousands)
   Allowance at
    beginning of period   $1,405    $1,075     $875      $840       $771 
   Provision for loan
    losses                   950       350      200        36         78 
   Allowance acquired
    through acquisition    1,419        --       --        --         -- 
   Charge-offs:
      Residential real
        estate loans          (5)       --       --        --         (6)
      Consumer loans         (65)      (20)      --        (1)        (3)
      Commercial loans      (154)       --       --        --         -- 
                           -----     -----    -----     -----      ----- 
        Total charge-
         offs               (224)      (20)      --        (1)        (9)
                           -----     -----    -----     -----      ----- 
   Recoveries:
      Residential real
        estate loans          --        --       --        --         -- 
      Consumer loans          17        --       --        --         -- 
      Commercial loans        --        --       --        --         -- 
                          ------    ------   ------     -----      ----- 
        Total
         recoveries           17        --       --        --         -- 
                          ------    ------   ------     -----      ----- 
           Net charge-
           offs             (207)      (20)      --        (1)        (9)
                          ------    ------   ------    ------      ----- 
   Allowance at end of
    period                $3,567    $1,405   $1,075      $875       $840 
                          ======    ======   ======    ======      ===== 
   Ratio of net
    charge-offs during
    the period to
    average loans
    outstanding
    during the period       0.05%     0.01%     --%       --%       0.01%
                         =======    ======   ======    ======      ===== 

   Ratio of allowance
    for loan losses to
    total net loans and
    foreclosed
    properties at end
    of period               0.96%     0.63%    0.51%     0.47%      0.59%
                         =======    ======   ====== =  ======     ====== 


             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.

             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,
                                    1998                             1997                              1996
                       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 Loans:
      One- to four-
       family             $1,082  $214,353     56.25  %      $495  $132,985      57.96 %       $438    $127,426     60.36 %
      Five or more
       family                197    14,230      3.73          113    12,379       5.40          101      13,275      6.29 
      Commercial             594    64,451     16.91          365    34,183      14.90          296      28,636     13.56 
      Construction           187    18,938      4.97           --    13,885       6.05           --      13,381      6.34 
   Consumer Loans            910    61,526     16.14          342    36,010      15.69          235      28,391     13.45 
   Commercial Loans          444     7,622      2.00           --        --         --           --          --        -- 
   Unallocated               153        --        --           90        --         --            5          --        -- 
                          ------   -------    ------       ------  --------     ------       ------    --------    ------ 
        Total             $3,567  $381,120    100.00  %    $1,405  $229,442     100.00 %     $1,075    $211,109    100.00 %
                          ======   =======    ======       ======  ========     ======       ======    ========    ====== 

   <CAPTION>
                                                  March 31,
                                    1995                             1994
                       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 Loans:
      One- to four-
       family               $382  $127,172     66.05  %      $343  $102,145      69.01 %
      Five or more
       family                 99    11,346      5.89           60    10,016       6.77 
      Commercial             228    25,512     13.25          346    17,395      11.75 
      Construction            --     7,715      4.01           --     6,717       4.54 
   Consumer Loans            160    20,785     10.80           64    11,752       7.94 
   Unallocated                 6        --        --           27        --         -- 
                           -----  --------   -------       ------  --------     ------ 
        Total               $875  $192,530    100.00  %      $840  $148,025     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, 1998, the Corporation and the Bank held $59.6 million in
   mortgage-related securities, of which $33.9 million were classified as
   available for sale and $25.7 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 its asset/liability management strategy, the Corporation
   and the Bank have also invested in high quality short- and
   intermediate-term investments, including interest-bearing deposits, 
   municipal securities, and U.S. government and government agency-backed
   securities.  At March 31, 1998, the Corporation on a consolidated basis
   held $27.3 million in interest-bearing deposits.  Investment securities
   totaled $23.3 million, and included $2.9 million classified as available
   for sale and $20.4 million classified as held to maturity.  The
   Corporation and the Bank have not made any investments in corporate bonds
   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.  The Bank's investment in FHLB of Chicago stock totaled $6.0
   million at March 31, 1998.  

        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,
                                             1998                         1997                        1996
                                      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        $9,999         19.15 %      $2,996         10.41  %    $6,986         20.32 %
      U.S. agency securities             5,930         11.36         5,999         20.85           --            -- 
      Municipal securities               4,495          8.61            --            --           --            -- 
      Mortgage-related securities       25,754         49.33        16,531         57.46       17,850         72.13 
                                       -------        ------       -------        ------      -------        ------ 
      Subtotal                          46,178         88.45        25,526         88.72       24,836         92.45 
      FHLB stock                         6,028         11.55         3,245         11.28        2,595          7.55 
                                       -------        ------       -------        ------      -------        ------ 
      Total securities held to
           maturity and FHLB
           stock                       $52,206        100.00 %     $28,771        100.00  %   $27,431        100.00 %
                                       =======        ======       =======        ======      =======        ====== 
   Securities Available for Sale:
      Mortgage-related securities      $33,118         91.96 %      $6,363        100.00  %    $6,906        100.00 %
      Other                              2,894          8.04            --            --           --            --
                                       -------        ------       -------        ------      -------        ------ 
      Total securities available
       for sale                        $36,012        100.00 %      $6,363        100.00  %    $6,906        100.00 %
                                       =======        ======       =======        ======      =======        ====== 
   </TABLE>


        The composition and contractual maturities as of March 31, 1998 of
   the investment securities portfolio, excluding the FHLB of Chicago stock,
   are indicated in the following table.

   <TABLE>
   <CAPTION>
                                                                     March 31, 1998
                                                                                                                   Total
                             Less than               One to              Five to              Over ten
                             one year              five years           ten years              years           Book      Market
                          Amount     Yield (1)   Amount   Yield (1)   Amount   Yield (1)   Amount   Yield (1) value       value
                                                                 (Dollars in thousands)

   <S>                     <C>         <C>       <C>        <C>        <C>        <C>       <C>         <C>     <C>        <C> 
   Investment securities
     available for
     sale
       - book value        $  896      5.80 %    $ 1,998     5.74 %         --      --           --       --    $ 2,894 
       - market value         896                  1,998                    --                   --                        $ 2,894 

   Investment securities 
    held to maturity
       - book value         5,480      5.38 %     12,666     6.15 %    $ 2,278    4.67 %         --       --     20,424 
       - market value       5,501                 12,866                 2,352                   --                         20,719 

   Mortgage-related 
    securities
    available for
    sale (2)
       - book value            --        --           --       --           --      --      $33,118     6.46 %   33,118 
       - market value          --                     --                    --               33,870                         33,870 

   Mortgage-related
    securities
    held to
    maturity(2)
       - book value            --        --        1,288     6.49 %        121    7.06 %     24,345     8.14     25,754 
       - market value          --                  1,308                   124               24,692                         26,124
                                                                                                                -------    ------- 
                                                                                                                $82,190    $83,607 
                                                                                                                =======    ======= 

      (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
   currently has $1.2 million in brokered deposits acquired through the
   Merger.  The Bank has not actively sought or accepted any other 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,
                                      1998                              1997                               1996
                                    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           $ 12,449        -- %      3.91 %     $2,967        -- %      1.94 %     $2,591        -- %      1.72 %
     Interest bearing      17,271      1.63        5.42        9,235      1.61        6.03        8,484      1.61        5.61 
   Regular savings
    accounts               37,864      2.73       11.89       17,593      2.73       11.49       18,896      2.73       12.50 
   Money market
    accounts               42,451      4.59       13.33       17,588      3.98       11.48       17,703      3.82       11.72 
   Certificate
    accounts              208,473      6.11       65.45      105,780      6.08       69.06      103,441      5.95       68.45 
                          -------                ------     --------                ------      -------                ------ 
   Total deposit
    accounts             $318,508      5.02 %    100.00 %   $153,163      5.07 %    100.00 %   $151,115      4.95 %    100.00 %
                          =======                ======     ========                ======      =======                ====== 

   </TABLE>


        At March 31, 1998, certificate accounts of $100,000 or more amounted
   to $18.3 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, 1998.


                                            Certificate
   Maturity Period                            Accounts
                                       (Dollars in thousands)   

   Three months or less                     $       5,424 
   Four through six months                          3,813 
   Seven through twelve
    months                                          5,290 
   Over twelve months                               3,756 
                                                   ------ 
        Total                               $      18,283
                                                   ====== 

   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.

        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, 1998, the Bank had $109.4 million of
   outstanding borrowings from the FHLB of Chicago.  The entire amount
   outstanding at March 31, 1998 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.  The following table sets
   forth various information related to the Bank's borrowings.

                                                  March 31,    
                                        1998         1997         1996
                                             (Dollars in thousands)

   FHLB advances:
     Average balance outstanding(1)    $108,322    $ 56,188     $ 39,120  
     Maximum amount outstanding
       at any month-end during the
       period                           120,260      64,900       51,900 
     Balance outstanding at end of
       period                           109,350      64,900       51,900 
     Average interest rate during
       the period (2)                      5.69 %      5.60 %       6.02 %
     Weighted-average interest rate
       at the end of period                5.56 %      5.59 %       5.47 %


   (1)  Calculated using monthly average balances.
   (2)  Calculated using month-end weighted averages.



   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 $214,000 at March 31, 1998.  The Bank's equity investment in Fox
   Cities Financial Services, Inc. at March 31, 1998 was $309,000.  For the
   year ended March 31, 1998, Fox Cities Financial Services, Inc. recorded
   net income of $66,000.  Its principal activity is the sale of investment
   products and 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
   $147,000.

        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.  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, 1998,
   Fox Cities Investments, Inc. had assets totaling $63.8 million and net
   income for the year ended March 31, 1998 of $2.2 million. 
    
   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, 1998, the Bank had a total of 145 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 Company ("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 OTS.  The
   Bank is a member of the FHLB 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.  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 December, 1997.

        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, 1997 was $58,663 (based upon the Bank's assets as of
   September 30, 1997 of $515.9 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).  The Deposit Insurance
   Funds Act of 1996 (the "1996 Deposit Insurance Act") which became
   effective in September 1996, provided for recapitalization of the SAIF by
   a special assessment and 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.  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.

        Several broad financial reform proposals were introduced in Congress
   in 1997 which, by their terms, could significantly affect federally
   chartered savings institutions, including proposals which would eliminate
   the federal thrift charter and require federal thrifts, such as the Bank,
   to convert to national banks.  Management of the Corporation is unable to
   predict whether any such legislative proposal will be enacted into law in
   its current form or with substantial modifications and, accordingly,
   management cannot predict what impact, if any, such legislation may have
   on the Corporation or the Bank.

   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,
   1998, the Bank had $1.2 million of 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 FDICIA, 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.

        Applicable law requires that SAIF maintain a ratio of insurance
   reserves to total insured deposits equal to 1.25%.  As a result of the
   recapitalization of the SAIF by the special assessment required by the
   1996 Deposit Insurance Act, effective as of January 1, 1997, the highest
   rated SAIF-insured institutions, such as the Bank, pay SAIF insurance
   premiums equal to the statutory minimum of $2,000 plus 6.4 basis points
   for payment of the FICO obligations referenced above, thereby eliminating
   any 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 above).

        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
   subgroups.  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 subgroup 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.

        As of March 31, 1998, the Bank had an aggregate of $335.5 million of
   deposit accounts covered by deposit insurance and was classified as well
   capitalized.  

   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.  At
   March 31, 1998, the Bank's capital substantially exceeded each of the OTS
   capital standards.

        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 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, 1998, 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 (the "leverage ratio").  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 core capital 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% leverage capital ratio.  At
   March 31, 1998, 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 nonwithdrawlable 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, 1998, the Bank had
   not issued any capital instruments that qualified as supplementary capital
   and had $3.6 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, 1998, 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.

        On April 22, 1998, the OTS announced a proposal to "streamline" the
   test used to determine interest rate exposure.  Under the proposal, a
   savings institution would be required to determine the affect of a 300-
   basis point change in interest rates on its capital; as described above,
   under current regulations a savings institution must determine the impact
   of a 400-basis point change on overall assets and net earnings. 
   Management does not believe that the proposed change, if adopted, would
   have a material impact on 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 a 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 (core) 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, 1998, 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.

        The OTS has published for comment certain proposed revisions to its
   rule relating to capital distributions by savings institutions. 
   Management does not believe that the proposed rule, if adopted, would have
   a material affect on the Bank or its ability to pay dividends.

   Liquidity

        Each savings institution, including the Bank, is required generally
   to maintain sufficient liquidity to ensure its safe and sound operation,
   and specifically to maintain an average daily balance of liquid assets in
   each calendar quarter equal to a certain percentage of either (i) the sum
   of its net withdrawable deposits and short-term borrowings (the "liquidity
   base") at the end of the preceding quarter or (ii) the average daily
   balance of its liquidity base during the preceding quarter.  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 4%.  Monetary penalties may be imposed for a violation of
   the liquidity ratio requirement.  At March 31, 1998, the Bank was in
   compliance with such liquidity requirement, with a liquidity ratio of
   20.1%.

   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 not 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, 1998, 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, 1998, the Bank's lending limit for loans-to-one-borrower not
   fully secured by marketable collateral was $9.1 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.  As of March 31, 1998, the Bank was 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 stockholder of which the savings
   institution is a subsidiary) or to a director, executive officer or
   greater than 10% stockholder 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, 1998, 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 of 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, 1998, the
   Bank had $109.4 million in advances from the FHLB of Chicago.

        As a member of the FHLB of Chicago, the Bank is required to purchase
   and maintain stock in the FHLB Chicago.  At March 31, 1998, the Bank had
   $6.0 million in FHLB stock, which satisfied this requirement.  In past
   years, the Bank has received dividends on its FHLB stock.

        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 of 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 Company 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 became 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.

        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 with total assets of $250 million or more 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 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 currently an executive officer of the
   Bank, as of March 31, 1998.  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         59        Chairman of the Board and Director
   James J. Rothenbach      48        President and Chief Executive Officer
                                      and Director
   James J. Goetz           43        Vice President - Business Banking
   Harold L. Hermansen      47        Vice President - Retail Lending and
                                      Secretary
   Theodore W. Hoff         51        Vice President - Retail Sales and
                                      Services
   Phillip J. Schoofs       42        Vice President, Treasurer and Chief
                                      Financial Officer

      Donald D. Parker has served as Chairman of the Board of the Corporation
   and the Bank since May 1, 1997.  Mr. Parker sedrved as Chairman of the
   Board, President and Chief Executive Officer of the Coropration from its
   incorporation in 1993 until May 1, 1997.  Mr. Parker has served as
   Chariman 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.

      James J. Goetz has served as Vice President  - Business Banking since
   August 1997.  Mr. Goetz was a Senior Vice President of Bank One, Wisconsin
   from 1994 to 1997.  At Bank One, he was most recently in charge of
   business banking for the Milwaukee marketplace.   Previously, he was in
   charge of commercial banking for Valley Bank, Milwaukee (now M&I Bank)
   from 1991 to 1994.

      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-four years of experience in the financial industry.  Mr. Hermansen
   has served in his current position with 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 therto,
   he was Vice President - Retail Sales and Services of Oshkosh Savings Bank,
   F.S.B. since 1980.

      Phillip J. Schoofs has served Vice President, Treasurer and Chief
   Financial Officer of the Coropration since May 1, 1997.  Prior to that, he
   served as Vice President, Treasurer of the Corporation since its
   incorporation in 1993 and 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.

   Item 2.  Properties

      The following table sets forth information relating to each of the
   Corporation's offices as of March 31, 1998.  Management believes such
   properties to be adequate for the present operation of the business of the
   Corporation and the Bank.  

                                                                  Net Book
                                                       Year         Value
                                          Owned     Acquired/   at March 31,
                Location                or Leased     Leased        1998
   Home Office:
       420 South Koeller Street           Owned        1997   $   2,474,000
       Oshkosh, Wisconsin 

   Branch Offices:
       16 Washington Avenue               Owned        1997        135,000
       Oshkosh, Wisconsin 

       108 East Wisconsin Avenue          Owned        1965        579,000
       Neenah, Wisconsin

       1065 South Lake Street             Owned        1974        260,000
       Neenah, Wisconsin

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

       2000 South Memorial Drive          Owned        1980        861,000
       Appleton, Wisconsin

       110 Fox River Drive                Owned        1988        909,000
       Appleton, Wisconsin

       1220 West Northland Avenue         Owned        1997        367,000
       Appleton, Wisconsin

       W3160 County Road KK               Owned        1994        923,000
       Appleton, Wisconsin

       927 East Main Street               Owned        1997         65,000
       Winneconne, Wisconsin

       137 East Huron Street              Owned        1997        122,000
       Berlin, Wisconsin

       547 East Fond du Lac Avenue       Leased**      1997           0
       Ripon, Wisconsin

       Highway 21 and 73E               Leased***      1997           0
       Wautoma, Wisconsin

   *   The lease on this property expires May 31, 2001, subject to a five-
       year renewal option held by the Bank.
   **  The lease on this property expires March 1, 1999, subject to a five-
       year renewal option held by the Bank.
   *** The lease on this property expires July 31, 2004, subject to a ten-
       year renewal option held by the Bank.


    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, 1998.

                                     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, 1998, there were approximately 1,384 registered
   shareholders of record owning  a total of 3,867,080 common shares.  

       The Corporation declared quarterly dividends of $.18 per share in the
   quarter ended March 31, 1997 and $.20 per share in each of the quarters
   thereafter in the fiscal year ended March 31, 1998.  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.  


   Item 6.  Selected Financial Data

   SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

   Set forth below are selected consolidated financial and other data.  The
   financial data is 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.  Data presented for March
   31, 1998 includes the effect of the Merger.

                                          At March 31,
                           1998     1997       1996     1995       1994
                                     (Dollars in thousands)

   Selected Financial
    Data:
   Total assets        $517,772  $271,185   $255,660  $239,305   $196,443 
   Loans receivable
     - Net              370,934   221,496    204,897   186,807    143,385 
   Loans held for sale
     - Net               16,692     3,270      5,161       708     10,102 
   Investment securities
     available for
     sale                 2,894         -          -         -          -
   Investment securities
     held to maturity
     (includes FHLB
     stock)              26,452    12,240      9,581    14,228     15,367 
   Mortgage-related
     securities available
     for sale            33,870     6,363      6,906         -          -
   Mortgage-related
     securities held
     to maturity         25,754    16,531     17,850    26,348     17,309 
   Cash and cash
     equivalents         28,359     4,628      4,792     4,773      4,567 
   Deposit accounts     318,508   153,163    151,115   143,851    138,208 
   Borrowed funds       109,350    64,900     51,900    42,400      4,000 
   Shareholders'
     equity              74,916    47,432     47,192    48,017     49,497 


                                      Year Ended March 31,
                           1998     1997       1996     1995       1994 
                        (Dollars in thousands, except per share amounts)
   
   Selected Operations
     Data:
   Total interest
    and dividend
    income              $37,939   $19,965    $18,319   $15,060    $13,491 
   Total interest
    expense              21,292    10,827     10,081     7,365      6,652 
                        -------   -------    -------   -------    ------- 
      Net interest
       income            16,647     9,138      8,238     7,695      6,839 
                        -------   -------    -------   -------    ------- 
   Provision for
    loan losses             950       350        200        36         76 
                        -------   -------    -------   -------    ------- 
      Net interest
       income after
       provision for
       loans losses      15,697     8,788      8,038     7,659      6,763 

   Gain (loss) on
    sale of assets        1,049       288         80       (57)       193 
   Other noninterest
    income                1,961       699        685       654        615 
                        -------   -------    -------   -------    ------- 
      Total noninterest
       income             3,010       987        765       597        808 
                        -------   -------    -------   -------    ------- 
   Operating expenses:
      Compensation, 
       payroll taxes
       and other
       employee
       benefits           5,133     2,437      2,288     2,172      1,819 
      Other               4,710     3,233      2,291     2,208      2,024 
                        -------   -------    -------   -------    ------- 
      Total operating
       expenses           9,843     5,670      4,579     4,380      3,843 
                        -------   -------    -------   -------    ------- 
   Income before
    provision for
    income taxes
    and cumulative
    effect of
    change in
    accounting
    principle             8,864     4,105      4,224     3,876      3,728 
   Provision for
    income taxes          3,020     1,665      1,667     1,493      1,427 
                        -------   -------    -------   -------    ------- 
   Income before
    cumulative effect of
    change in accounting
    principle             5,844     2,440      2,557     2,383      2,301 
                        -------   -------    -------   -------    ------- 
   Cumulative effect of
    change in accounting
    principle                 -         -          -         -        140 
                        -------   -------    -------   -------    ------- 
   Net income            $5,844    $2,440     $2,557    $2,383     $2,441 
                        =======   =======    =======   =======    ======= 
   Basic earnings
    per share             $1.59     $1.03      $1.03     $0.93      $0.84 
                        =======   =======    =======   =======    ======= 
   Diluted earnings
    per share             $1.55     $1.01      $1.01     $0.92      $0.83 
                        =======   =======    =======   =======    ======= 
   Dividends declared
    per share             $0.78     $0.72      $0.60     $0.45      $0.12 
                        =======   =======    =======   =======    ======= 


                                       Year Ended March 31,
                           1998     1997       1996     1995       1994 

   Selected Financial
    Ratios and Other
    Data:
   Performance Ratios
   Return on
    average assets         1.17%     0.92%      1.04%     1.09%      1.27%
   Return on
    average equity         8.06%     5.18%      5.27%     4.90%      6.37%
   Dividend payout
    ratio                 50.32%    71.29%     59.41%    48.39%     14.29%
   Shareholders'
    equity to total
    assets                14.47%    17.49%     18.46%    20.07%     25.20%
   Average shareholders'
    equity to average
    assets                14.49%    17.79%     19.73%    22.19%     19.02%
   Net interest spread     2.68%     2.72%      2.50%     2.69%      2.86%
   Net interest margin     3.41%     3.57%      3.47%     3.62%      3.67%
   Net interest income
    to operating
    expenses             169.13%   161.16%    179.91%   175.68%    177.96%
   Average interest-
    earning assets to
    average interest-
    bearing liabilities  116.56%   120.15%    122.86%   126.80%    123.30%

   Asset Quality Ratios
   Non-performing assets
    to total assets        0.26%     0.15%      0.09%     0.11%      0.09%
   Allowance for loan
    losses to loans
    and foreclosed
    properties             0.96%     0.63%      0.51%     0.47%      0.59%

   Facilities
   Number of full-
    service offices          13         6          6         6          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, 1998.  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, 1998 and
   1997.

        General.  Net income for the fiscal year ended March 31, 1998
   increased to $5.8 million from $2.4 million for the fiscal year ended
   March 31, 1997.  The increase in earnings was primarily the result of
   including the operating results of OSB from the date of the Merger.  The
   results were also impacted by the nonrecurrence of the $970,000 special
   SAIF assessment paid to the FDIC in the quarter ended September 30, 1996;
   there was no such special assessment paid in the year ended March 31,
   1998.

        Net Interest Income.  Net interest income increased to $16.6 million
   in fiscal 1998 from $9.1 million in fiscal 1997.  This was primarily
   attributable to the increase in average net earning assets to $69.4
   million in fiscal 1998 from $43.0 million in fiscal 1997 as a result of
   the Merger.  Total interest and dividend income increased by $17.9 million
   in fiscal 1998 from fiscal 1997,  which was partially offset by an
   increase of $10.5 million in total interest expense during the same time
   periods.  The increase in total interest and dividend income was related
   to an increase in the average outstanding balance of total interest-
   earning assets to $488.8 million for fiscal 1998 from $256.5 million for
   fiscal 1997, which was somewhat offset by a decrease in yield on these
   assets to 7.76% for fiscal 1998 from 7.78% for fiscal 1997.  The increase
   in total interest expense resulted from an increase in the average
   outstanding balance of total interest-bearing liabilities for fiscal 1998
   to $419.3 million from $213.5 million for fiscal 1997 and an increase in
   the cost of these funds to 5.08% in fiscal 1998 from 5.07% in fiscal 1997. 

        Provision for Loan Losses.  During the fiscal year ended March 31,
   1998, the Bank's provision for loan losses increased to $950,000 from
   $350,000 for the fiscal year ended March 31, 1997.  The increase was
   primarily a result of a provision of $350,000 made to equalize the loan
   loss allowance percentage historically maintained by the Bank and the
   former Oshkosh Savings Bank, F.S.B.  In fiscal 1998, management continued
   to establish loan loss allowance percentages for each component of the
   Bank's loan portfolio based on management's judgement 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 remaining increase
   between the years was due to a change in the mix of the loan portfolio. 
   The increase in the loan loss provision for fiscal 1998 related
   principally to increases in the commercial, consumer and commercial real
   estate loan portfolios.  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 1998.  Charge-offs amounted to $224,000 and
   $20,000 in fiscal 1998 and 1997, respectively.  Nonaccrual loans totaled
   $1.2 million and $404,000 at March 31, 1998 and 1997, respectively.  Based
   on past experience and future expectations, management believes the loan
   loss allowance of $3.6 million at March 31, 1998 is adequate.  

        Noninterest Income.  Noninterest income increased from $987,000 for
   the fiscal year ended March 31, 1997 to $3.0 million for the fiscal year
   ended March 31, 1998.  This increase was primarily the result of including
   in the Corporation's financial statements the operating results of OSB
   from the date of the Merger.  Additionally, as a result of deposit product
   restructuring in connection with the Merger, deposit fee income increased
   from $140,000 for fiscal 1997 to $756,000 for fiscal 1998.  Gain on sale
   of other assets - net increased from $288,000 for fiscal 1997 to $950,000
   for fiscal 1998 as a result of the increase in long-term fixed rate
   mortgage loan sales; mortgage loans sold during fiscal 1997 totaled $20.2
   million, while mortgage loans sold during fiscal 1998 totaled $58.2
   million.  Further contributing to the increase was the gain of $99,000 on
   the sale of a mortgage-related security held for sale during the fiscal
   year ended March 31, 1998.  There were no such sales during fiscal 1997.

        Operating Expenses.  Operating expenses increased to $9.8 million
   for the fiscal year ended March 31, 1998 from $5.7 million for the fiscal
   year ended March 31, 1997.  Included in the increase for fiscal 1998 was a
   charge of $827,000 for costs associated with the Merger.  These Merger-
   related items included (but were not limited to) the cost of combining the
   respective banks' loan and deposit products, contract termination charges,
   data processing conversion charges, personnel training costs and severance
   costs.  The remainder of the increase in operating expenses for both
   periods presented was primarily due to adding the operating expense of the
   former OSB from the date of the Merger.  Partially offsetting the increase
   was a decrease in deposit insurance premiums due to the industry-wide
   reduction in the deposit insurance assessment rate commencing September
   30, 1996.

        Provision for Income Taxes.  The provision for income taxes
   increased to $3.0 million in fiscal 1998 from $1.7 million in fiscal 1997. 
   The increase was primarily a result of the increase in income before
   taxes.  Partially offsetting this increase was a larger proportional tax-
   free investment portfolio acquired as part of the Merger.

   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 SAIF.  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 decreased $200,000 from fiscal 1996 to $2.4
   million for fiscal 1997.   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 cost of these funds from 5.21% in fiscal 1996 to 5.07% in
   fiscal 1997.

        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.  Nonaccrual loans totaled $404,000 and $234,000 at March 31, 1997
   and 1996, respectively.

        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.  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.

   Financial Condition

        Total Assets.  Total assets increased  to $517.8 million at March
   31, 1998 from $271.2 million at March 31, 1997.  The Merger added $256.7
   million in assets to the Corporation on May 1, 1997.

        Cash and Cash Equivalents.  Cash and cash equivalents increased to
   $28.4 million at March 31, 1998 from $4.6 million at March 31, 1997.  This
   increase resulted from the large inflow of cash from the sale of long-term
   fixed rate mortgage loans, the increase in principal paydowns on mortgage-
   related securities and the premature redemptions of investment securities
   issued by government agencies during the low interest rate environment
   experienced during the quarter ended March 31, 1998.

        Investment and Mortgage-related Securities.  Total investment and
   mortgage-related securities increased by $51.0 million from $31.9 million
   at March 31, 1997 to $82.9 million at March 31, 1998.  The Merger added
   $67.8 million to total investment and mortgage-related securities.  On the
   date of the Merger, the OSB investment portfolio was evaluated and
   reclassifications were made between securities available for sale and held
   to maturity to reconcile the former OSB portfolio with the Corporation's
   investment policy.  These securities were transferred at their market
   value on the date of the Merger.  Subsequent to the Merger, the
   Corporation sold a $3.3 million mortgage-related security available for
   sale at a gain of $99,000.  Further reduction in the investment and
   mortgage-related security portfolios was experienced during the fiscal
   year due to maturities, principal paydowns and normal amortization.  The
   mortgage-related securities held to maturity classification at March 31,
   1998 included $9.9 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.

        Loans Receivable.  Loans receivable increased $149.4 million from 
   $221.5 million at March 31, 1997 to $370.9 million at March 31, 1998.  The
   Merger added $176.3 million in loans receivable.   As part of its attempt
   to improve its yield on earning assets, the Bank has focused on increasing
   the amount of commercial, commercial real estate and consumer loans made. 
   During fiscal 1998, the Bank originated $8.0 million of commercial loans,
   the first year that loans of this type were originated.  During fiscal
   1998 and 1997, $17.4 million and $704,000 of commercial real estate loans,
   and $40.2 million and $30.7 million of consumer loans, respectively, were
   originated.  However, the reduction in the loans receivable portfolio
   between the Merger and March 31, 1998 resulted from the large volume of
   mortgage loans which were refinanced into long-term fixed rate loans
   during the low interest rate environment experienced during that time
   period and then sold as part of the Bank's asset/liability management
   policy.  Total loans sold during the year ended March 31, 1998 were $58.2
   million, as compared to $20.2 million during the year ended March 31,
   1997.

        Loans Held for Sale.  Loans held for sale increased by $13.4 million
   from $3.3 million at March 31, 1997 to $16.7 million at March 31, 1998. 
   This increase resulted from the large amount of long-term fixed rate
   mortgage loans which the Bank originated during the quarter ended March
   31, 1998.  Total commitments to sell long-term fixed rate mortgage loans
   amounted to $19.4 million at March 31, 1998.

        Deposits.  Deposits increased from $153.2 million at March 31, 1997
   to $318.5 million at March 31, 1998.  This increase was mainly the result
   of the Merger, which added $162.3 million in deposits.

        Borrowings.  The Corporation at the Bank level increased its level
   of borrowed funds $44.5 million during fiscal 1998 to $109.4 million at
   March 31, 1998 from $64.9 million at March 31, 1997.  The Merger added
   $58.4 million to the Corporation's borrowed funds.  Following the Merger,
   some high rate maturing advances were paid off with excess cash.

        Shareholders' Equity.  Shareholders' equity increased from $47.4
   million at March 31, 1997 to $74.9 million at March 31, 1998.  This
   increase was primarily due to the issuance of additional common shares in
   connection with the Merger, which was partially offset by the purchase of
   269,806 shares of treasury stock for $7.2 million between May 1, 1997 and
   March 31, 1998 .  Under its current stock repurchase program, approved in
   September of 1997, the Corporation is authorized to purchase 193,000
   shares.  No shares have been purchased as of March 31, 1998 under this
   repurchase program.

   Yields Earned and Rates Paid

        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>
                                       1998                            1997                             1996
                            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        $381,389   $30,839  8.09 %    $216,276    $17,358    8.03  %    $196,357   $15,719     8.01 %
     Loans held for sale        7,376       553  7.50         4,225        344    8.14          3,076       246     8.00  
     Mortgage-related
      securities               58,485     4,058  6.94        23,879      1,550    6.49         25,663     1,718     6.69  
     Investment
      securities               27,936     1,686  6.04         8,194        462    5.64          9,219       422     4.58  
     Interest-bearing
      deposits                  7,824       409  5.23         1,012         50    4.94          1,064        60     5.62  
     Federal Home Loan
      Bank stock                5,787       394  6.81         2,955        201    6.80          2,295       154     6.71
                              -------   -------             -------    -------                -------   -------
        Total interest-
         earning assets       488,797    37,939  7.76       256,541     19,965    7.78        237,674    18,319     7.71  
                                        -------                        -------                          ------- 
   Non-interest-earning
    assets:
     Office properties
      and equipment             6,084                         4,154                             4,324 
     Other                      5,071                         4,072                             3,751 
                              -------                       -------                           ------- 
        Total assets         $499,952                      $264,767                          $245,749 
                              =======                       =======                           ======= 
   Interest-bearing
    liabilities:
     Certificate
      accounts               $213,665    12,154  5.69      $105,825      6,297    5.95       $103,014     6,326     6.14  
     Regular savings
      accounts                 34,885       985  2.82        18,361        502    2.73         19,259       466     2.42  
     NOW and money
      market accounts          55,905     1,824  3.26        29,325        831    2.83         28,216       836     2.96
                              -------   -------             -------    -------                -------   ------- 
        Total deposit
         accounts             304,455    14,963  4.91       153,511      7,630    4.97        150,489     7,628     5.07  

     Borrowed funds           108,322     6,231  5.75        56,188      3,123    5.56         39,120     2,378     6.08  
      Advance payments by
       borrowers for
       taxes and insurance      6,571        98  1.49         3,819         74    1.94          3,846        75     1.95
                              -------   -------             -------    -------                -------   -------
        Total interest-
         bearing
         liabilities          419,348    21,292  5.08       213,518     10,827    5.07        193,455    10,081     5.21  
                                        -------                        -------                          ------- 
   Non-interest-bearing
    liabilities:

     Other liabilities          8,146                         4,151                             3,798 
                              -------                       -------                           ------- 
        Total liabilities     427,494                       217,669                           197,253 

   Shareholders' equity        72,458                        47,098                            48,496 
                              -------                       -------                           ------- 
        Total liabilities
        and shareholders'
        equity               $499,952                      $264,767                          $245,749 
                              =======                       =======                           ======= 
                      
   Net interest income                  $16,647                         $9,138                           $8,238 
                                        =======                        =======                          ======= 
   Net interest rate
    spread                                       2.68 %                           2.71  %                           2.50 %
                                                 ====                            =====                              ==== 
                     
   Net earning assets         $69,449                       $43,023                           $44,219 
                              =======                       =======                           ======= 
   Net yield on average
    interest-earning
    assets ("net interest
    margin")                                     3.41 %                           3.56  %                           3.47 %
                                                 ====                             ====                              ==== 
   Average interest-
    earning assets to
    average interest-
    bearing liabilities                  116.56 %                       120.15 %                         122.86 % 
                                         ======                         ======                           ====== 
   </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, 1998                       Year Ended March 31, 1997
                                                 Compared to                                     Compared to
                                          Year Ended March 31, 1997                       Year Ended March 31, 1996
                                          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                $130     $13,259         $92     $13,481        $39     $1,596          $4      $1,639 
     Loans held for sale              (27)        256         (20)        209          4         92           2          98 
     Mortgage-related
      securities                      107       2,246         155       2,508        (51)      (119)          2        (168)
     Investment securities             33       1,113          78       1,224         98        (47)        (11)         40 
     Interest-bearing deposits          3         337          19         359         (7)        (3)          0         (10)
     Federal Home Loan Bank
      stock                             0         193           0         193          2         44           1          47 
                                     ----      ------         ---      ------        ---      -----         ---      ------ 
        Total interest-earning
            assets                    246      17,404         324      17,974         85      1,563          (2)      1,646 

   Interest-bearing
    liabilities:
     Certificate accounts            (275)      6,416        (281)      5,860       (196)       173          (6)        (29)
     Regular savings accounts          17         451          14         482         60        (22)         (2)         36 
     NOW and money market
      accounts                        126         752         113         991        (37)        33          (1)         (5)
                                     ----      ------         ---      ------        ---      -----         ---      ------ 
        Total deposits               (132)      7,619        (154)      7,333       (173)       184          (9)          2 
     Borrowed funds                   107       2,899         102       3,108       (203)     1,038         (90)        745 
     Advance payments by borrowers
        for taxes and insurance       (17)         53         (12)         24          0         (1)          0          (1)
                                     ----      ------         ---      ------        ---      -----         ---      ------ 
        Total interest-bearing 
            liabilities               (42)     10,571         (64)     10,465       (376)     1,221         (99)        746 
                                     ----      ------         ---      ------        ---      -----         ---      ------ 
   Change in net interest
     income                          $288      $6,833        $388      $7,509       $461       $342         $97        $900 
                                     ====      ======        ====      ======       ====       ====         ===        ==== 

   </TABLE>


   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, 1998, 1997 and
   1996, mortgage loans originated totaled $118.6 million, $58.5 million and
   $69.9 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 $56.4 in fiscal 1998,
   $28.5 million in fiscal 1997 and $25.9 million in fiscal 1996.  Loan sales
   for fiscal 1998 were $58.2 million, $20.2 million in fiscal 1997 and $21.7
   million in fiscal 1996.  The Corporation's other major investing activity,
   the purchase of mortgage-related and investment securities, amounted to
   $5.0 million, $10.0 million and $7.0 million in the fiscal years ended
   March 31, 1998, 1997 and 1996, respectively.

        Financing activities used $19.5 million, and provided $12.7 million
   and $13.0 million of funds in fiscal years 1998, 1997 and 1996,
   respectively.  In fiscal 1998 the repayment of borrowed funds was the
   major use of cash by financing activities.   In fiscal years 1997 and
   1996, 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 4.0%. 
   On March 31, 1998, the Bank's liquidity ratio calculated in accordance
   with OTS requirements was 20.1%.  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, 1998, 1997 and
   1996, cash and cash equivalents totaled $28.4 million, $4.6 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, 1998, the Corporation had commitments to originate
   loans of $21.2 million, at various interest rates, and commitments to
   extend credit on unused lines of credit of $7.8 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 a1mounts of capital pursuant to the Financial
   Institutions Reform, Recovery, and Enforcement Act of 1989 and regulations
   promulgated pursuant thereto.  As of March 31, 1998, the Bank was in
   compliance with all regulatory capital requirements which were effective
   as of such date, with tangible equity, leverage, and total risk-based
   capital ratios of 11.60%, 11.60%, and 18.88%, respectively.  For
   additional information 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.

   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.

   Impact of Year 2000

        Historically, computer programs generally abbreviated dates by
   eliminating the century digits of the year.  Many resources, such as
   software, hardware, telephones, alarms, heating, ventilating and air
   conditioning ("Systems") were affected.  These Systems were designed to
   assume a century value of "19" to save memory and disk space within their
   programs.  In addition, many Systems used a value of "99" in a year or
   "99/99/99" in a date to indicate "no date" or "any date" or even a default
   expiration date.

        As the year 2000 approaches, this abbreviated date mechanism with
   Systems threatens to disrupt the function of computer software at nearly
   every business, including the Bank, which relies heavily on computer
   systems for account and other recordkeeping functions.  If the millennium
   issue is ignored, system failures or miscalculations could occur, causing
   disruptions of operations, including among other things, a temporary
   inability to process transactions or engage in similar normal business
   activities.

        The Bank outsources a majority of its computer functions to Fiserv,
   Inc. ("Fiserv") of Milwaukee, Wisconsin.  Because year 2000 problems could
   affect Fiserv, and hence the Bank through its relationship with Fiserv,
   the Bank has discussed potential year 2000 problems with Fiserv.  These
   discussions have kept the Bank abreast of Fiserv's progress in
   anticipating and avoiding year 2000 problems that could affect the Bank's
   operations.

        Based on recent assessments, the Bank has determined that it will be
   required to modify or replace certain portions of its internal software
   and hardware so that its Systems will function properly with respect to
   dates on or after September 9, 1999 ("9/9/99").  It is currently
   anticipated that the cost of these modifications will not exceed a total
   of $200,000.  The Bank presently believes that with these modifications,
   the  year 2000 will not pose significant operational problems for its
   Systems.  However, if such modifications and conversions are not made, or
   are not completed on a timely manner, the year 2000 could have an adverse
   impact on the operations of the Bank.

        The Bank has currently completed approximately 90% of the awareness
   and assessment phases of its year 2000 project.  These phases, along with
   the renovation, validation and implementation phases are expected to be
   completed by the fourth quarter of calendar 1998.  The Bank expects to use
   internal resources to reprogram, upgrade or replace and test its Systems.

        The costs of the year 2000 project and the date on which the Bank
   believes it will complete the year 2000 modifications are based on
   managements' best estimates, which were derived using numerous assumptions
   of future events, including the continued availability of certain
   resources, third party modification plans and other factors.  However,
   there can be no guarantee that these estimates will be achieved and actual
   results could differ from those anticipated.

   Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

        The Corporation's financial performance is heavily dependent upon
   the level of net interest income.  Net interest income is impacted by,
   among other factors, interest rate risk and credit risk.  Management
   mitigates credit risk by closely monitoring troubled loans, and
   maintaining an adequate allowance for loan losses.

        The Corporation manages its exposure to changing interest rates
   (interest rate risk) by monitoring its ratios of interest-earning assets
   to interest-bearing liabilities for various maturity or repricing periods. 
   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, 1998, the Bank's one-year gap as a percentage of total
   assets was a negative 3.4%.  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) to sell
   substantially all of those marketable 15-, 20- and 30-year fixed rate
   loans.  To comply with this policy, most fixed rate loans 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, 1998 the amounts of
   interest-earning assets and interest-bearing liabilities which are
   anticipated by 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 $110.0 million at March 31, 1998, are withdrawn at the annual
   rates estimated by management at March 31, 1998.  

        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, 1998
                                                              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                 $26,846     $86,848     $140,878       $71,554       $40,467       $ 4,341    $370,934 
      Loans held for sale               16,692         --           --            --            --            --       16,692 
      Mortgage-related securities:
        available for sale              27,523       1,624          --            --            --          4,723      33,870 
        held to maturity                17,094         700          --          1,288         1,325         5,347      25,754 
      Investment securities
        available for sale                 896       1,998          --            --            --            --        2,894 
        held to maturity                 2,491       3,977        5,609         6,070         2,277           --       20,424 
      Interest-bearing deposits         27,330         --           --            --            --            --       27,330 
      Federal Home Loan Bank stock       6,028         --           --            --            --            --        6,028 
                                       -------    --------      -------       -------       -------        ------    -------- 
        Total interest-earning assets  124,900      95,147      146,487        78,912        44,069        14,411     503,926 
                                       =======    ========      =======       =======       =======        ======    ======== 
   Interest-bearing liabilities:
      Certificate accounts              98,697      57,965       47,974         3,837           --            --      208,473 
      Regular savings accounts           3,200       3,237        9,777         6,374         8,090         7,186      37,864 
      NOW and money market deposit
        accounts                        13,350      10,882       25,772         6,896         9,255         6,016      72,171 
                                       -------     -------     --------       -------       -------       -------    -------- 
        Total deposits                 115,247      72,084       83,523        17,107        17,345        13,202     318,508 

   Borrowed funds                       29,000      16,250       11,300        42,800        10,000           --      109,350 
   Advance payments by borrowers 
      for taxes and insurance            4,644         --           --            --            --            --        4,644 
                                       -------     -------      -------       -------       -------       -------    -------- 
        Total interest-bearing 
            liabilities                148,891      88,334       94,823        59,907        27,345        13,202     432,502 
                                       -------     -------      -------       -------       -------       -------    -------- 
   Interest sensitivity gap per
     period                           ($23,991)     $6,813      $51,664       $19,005       $16,724       $ 1,209    $ 71,424 
                                       =======     =======      =======       =======       =======       =======    ======== 
   Cumulative interest sensitivity
     gap                              ($23,991)   ($17,178)     $34,486       $53,491       $70,215       $71,424 
                                       =======     =======      =======       =======       =======       ======= 

   Percentage of cumulative gap to
      total earning assets                (4.8) %     (3.4) %       6.8 %        10.6 %        13.9  %       14.2 %
                                          ====        ====         ====          ====          ====          ==== 
   Cumulative ratio of interest 
      sensitive assets to interest 
      sensitive liabilities              83.89  %    92.76  %    110.39 %      113.65 %      116.75  %     116.51 %
                                         =====       =====       ======        ======        ======        ====== 

   </TABLE>


        Although management believes that these asset liability strategies
   reduce the potential effects of changes in interest rates on the
   Corporation's operations, material and prolonged increases in interest
   rates may adversely affect the Corporation's operations because of the
   Corporation's negative gap position.  Alternatively, prolonged decreases
   in interest rates may benefit the Corporation's operations. 

        The Corporation does not use derivative financial instruments such
   as futures, swaps, caps, floors, options, interest- or principal-only
   strips, or similar financial instruments to manage interest rate risk. 
   The Corporation does however, use forward sales commitments of fixed-rate
   mortgage loans to manage its exposure to interest rate risk in the loans
   held for sale portfolio.  The Corporation's policy is to cover a
   substantial portion of its loans held for sale and commitments to
   originate fixed-rate mortgage loans.  These forward sales typically
   require delivery within 90 days.  Based on the short-term nature of the
   loans held for sale portfolio, as well as the above policies, management
   believes that these financial instruments post minimal interest rate risk
   to the Corporation. 

        The OTS requires the Bank to estimate the sensitivity of its market
   value of portfolio equity ("MVPE") to changes in interest rates, and to
   measure such sensitivity on at least a quarterly basis.  MVPE is defined
   as the estimated net present value of an institutions' existing assets,
   liabilities, and off-balance sheet instruments at a given level of market
   interest rates.  Management typically relies on the OTS to make 
   assumptions related to  such items such as: discount rates, loan
   prepayment speeds, deposit decay rates, etc. for several interest rate
   scenarios.  

        The following table summarizes the Bank's sensitivity of MVPE to a
   100 basis point immediate and sustained increase or decrease in interest
   rates.  All market rate sensitive instruments are classified as held to
   maturity or available for sale.  The Corporation has no trading
   securities.

                                            Estimated
             Change in Interest Rates          MVPE  
                                          (Dollars in
                                           thousands)
   
             100 basis point increase         $77,219
                 Base scenario                 78,211
             100 basis point decline           77,613

        The Bank's MPVE declines under both scenarios due to the Bank's
   relatively low interest rate risk.  Based upon peer comparison information
   provided by the OTS, the Bank at March 31, 1998 was less sensitive to
   interest rate changes than 83% of its peers.  Typically, companies in an
   negatively gapped position see a decrease in the MVPE in a rising rate
   environment and an increase in MVPE in a declining interest rate
   environment.  The Bank shows a slight decrease in MVPE using a 100 basis
   point increase, and an even smaller decrease considering a 100 basis point
   decrease.  This is due to the fact that a significant percentage of the
   Bank's assets have very low interest rate sensitivity, or are subject to
   prepayment in a falling rate environment.  Therefore, overall assets would
   not appreciate as quickly as the total liabilities when interest rates
   decrease.  In the above scenario, the Bank's profitability would remain
   relatively constant given either rate change presented above.

        Certain shortcomings are inherent in using MVPE to quantify an
   exposure to market risk.  For example, actual and future values of assets,
   liabilities, and off-balance sheet items will differ from those determined
   by the model due to differences in actual market discount rates, loan
   prepayment activity, and deposit run-off experience.  Further, the model
   does not account for potential future changes in asset/liability mix, or
   mangement reaction to interest rate changes.  The changes in the Bank's
   MVPE as of March 31, 1998 are within acceptable tolerances as established
   by executive mangement and the Board of Directors.


   Special Note Regarding Forward-Looking Statements

             The statements which are not historical facts contained in this
   Annual Report on Form 10-K are forward-looking statements intended to
   qualify for the safe harbors from liability established by the Private
   Securities Litigation Reform Act of 1995.  Such statements are subject to
   certain risks and uncertainties which could cause actual results to differ
   materially from those currently anticipated.  These factors include,
   without limitation, interest rate trends, the general economic climate in
   the Corporation's market area, loan delinquency rates and regulatory
   treatment.  These factors should be considered in evaluating the forward-
   looking statements, and undue reliance should not be placed on such
   statements.  The forward-looking statements included herein are made as of
   the date hereof and the Corporation undertakes no obligation to update
   publicly such statements to reflect subsequent events or circumstances.


   Item 8.  Financial Statements and Supplementary Data

                               FCB FINANCIAL CORP.

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             March 31, 1998 and 1997
                             (Dollars In Thousands)


        ASSETS
                                                      1998            1997

   Cash                                           $  1,029        $    473
   Interest-bearing deposits                        27,330           4,155
                                                  --------        --------
   Cash and cash equivalents                        28,359           4,628

   Investment securities available for sale,
    at fair value                                    2,894              - 
   Investment securities held to maturity
    (estimated fair value of $20,719 and 
    $8,953 at March 31, 1998 and
    1997, respectively)                             20,424           8,995
   Mortgage-related securities available
    for sale, at fair value                         33,870           6,363
   Mortgage-related securities held to
    maturity (estimated fair value of
    $26,124 and $16,613 at March 31,
    1998 and 1997, respectively)                    25,754          16,531
   Investment in Federal Home Loan Bank
    stock, at cost                                   6,028           3,245
   Loans held for sale                              16,692           3,270
   Loans receivable - Net                          370,934         221,496
   Office properties and equipment                   6,610           4,091
   Other assets                                      6,207           2,566
                                                  --------        --------
   TOTAL ASSETS                                   $517,772        $271,185
                                                  ========        ========


        LIABILITIES AND SHAREHOLDERS' EQUITY

                                                    1998            1997  
   Liabilities:
        Deposit accounts                         $318,508        $153,163 
        Borrowed funds                            109,350          64,900 
        Advance payments by borrowers
         for taxes and insurance                    4,644           2,586 
        Other liabilities                          10,354           3,104 
                                                 --------        -------- 
             Total liabilities                    442,856         223,753 
                                                 --------        -------- 
   Commitments and contingencies
    (See Note 14)

   Shareholders' equity:
        Common stock - $.01 par value
             Authorized - 15,000,000 shares
             Issued - 4,528,368 shares and
              2,909,500 shares at March 31,
              1998 and 1997, respectively              45              29 
        Additional paid-in capital                 59,638          28,911 
        Retained earnings - Substantially
         restricted                                29,211          26,630 
        Unrealized gain (loss) on securities
         available for sale - Net of tax              502             (72)
        Unearned compensation - ESOP               (1,036)           (869)
                                                 --------        --------
        Totals                                     88,360          54,629 

        Less - 661,288 and 445,697 shares of
              treasury common stock, at cost,
              at March 31, 1998 and 1997,
              respectively                        (13,444)         (7,197)
                                                 --------        -------- 
             Total shareholders' equity            74,916          47,432 
                                                 --------        -------- 

   TOTAL LIABILITIES AND SHAREHOLDERS'
        EQUITY                                   $517,772        $271,185 
                                                 ========        ======== 


          See accompanying notes to consolidated financial statements.

   <PAGE>

                               FCB FINANCIAL CORP.

                        CONSOLIDATED STATEMENTS OF INCOME
                   Years Ended March 31, 1998, 1997, and 1996
                (Dollars In Thousands, Except Per Share Amounts)



                                          1998          1997          1996

   Interest and dividend income:
      Mortgage loans                  $   24,155     $  15,031    $   13,818
      Other loans                          7,237         2,671         2,147
      Investment securities                1,686           462           422
      Mortgage-related securities          4,058         1,550         1,718
      Dividends on stock in Federal
       Home Loan Bank                        394           201           154
      Interest-bearing deposits              409            50            60
                                        --------      --------      --------
        Total interest and dividend
         income                           37,939        19,965        18,319
                                        --------      --------      --------
   Interest expense:
      Deposit accounts                    15,061         7,704         7,703
      Borrowed funds                       6,231         3,123         2,378
                                        --------      --------      --------
        Total interest expense            21,292        10,827        10,081
                                        --------      --------      --------
        Net interest income               16,647         9,138         8,238
   Provision for loan losses                 950           350           200
                                        --------      --------      --------
        Net interest income after
         provision for loan losses        15,697         8,788         8,038
                                        --------      --------      --------
   Noninterest income:
      Loan fees - Net                        674           378           370
      Deposit fees                           756           140           117
      Gain on sale of securities              99            -             - 
      Gain on sale of other assets - Net     950           288            80
      Other income                           531           181           198
                                        --------      --------      --------
        Total noninterest income           3,010           987           765
                                        --------      --------      --------

   Operating expenses:
      Compensation, payroll taxes and
       other employee benefits             5,133         2,437         2,288
      Marketing                              367           254           250
      Occupancy                            1,185           678           724
      Data processing                        618           270           248
      Federal insurance premiums             199         1,246           349
      Merger-related                         827            -             - 
      Other                                1,514           785           720
                                        --------      --------      --------
        Total operating expenses           9,843         5,670         4,579
                                        --------      --------      --------
   Income before provision for
    income taxes                           8,864         4,105         4,224
   Provision for income taxes              3,020         1,665         1,667
                                        --------      --------      --------
   Net income                         $    5,844     $   2,440    $    2,557
                                        ========      ========      ========

   Basic earnings per share           $     1.59     $    1.03    $     1.03
                                        ========      ========      ========
   Diluted earnings per share         $     1.55     $    1.01    $     1.01
                                        ========      ========      ========
   Cash dividends declared per share  $      .78     $     .72    $      .60
                                        ========      ========      ========

          See accompanying notes to consolidated financial statements.

   <PAGE>

                               FCB FINANCIAL CORP.

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   Years Ended March 31, 1998, 1997, and 1996
                (Dollars In Thousands, Except Per Share Amounts)

                                                    Additional
                                          Common       Paid-In      Retained
                                           Stock       Capital      Earnings

   Balance at April 1, 1995            $      29      $ 28,526     $  24,916

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

   Net income for 1997                         -             -         2,440
   Cash dividends declared
    ($.72 per share)                           -             -        (1,696)
   Amortization of unearned 
    compensation - ESOP                        -           218             -
   Increase in unrealized gain
    (loss) on securities 
    available for sale -
    Net of tax                                 -             -             -
   Exercise of stock options -
    7,189 treasury common shares               -             -           (44)
   Purchase of treasury common
    stock - 56,000 shares                      -             -             -
                                         -------      --------      --------
   Balance at March 31, 1997                  29        28,911        26,630

   Net income for 1998                         -             -         5,844
   Cash dividends declared
    ($.78 per share)                           -             -        (2,946)
   Amortization of unearned 
    compensation - ESOP                        -           530             -
   Change in unrealized gain
    (loss) on securities
    available for sale -
    Net of tax                                 -             -             -
   Exercise of stock options -
    54,215 treasury common shares              -           290          (317)
   Purchase of treasury common
    stock - 269,806 shares                     -             -             -
   Acquisition of OSB Financial 
    Corp.                                     16        29,907             -
                                        --------       -------       -------
   Balance at March 31, 1998             $    45      $ 59,638      $ 29,211
                                        ========       =======       =======

   CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Cont'd.)

         Unrealized
       Gain (Loss) on
         Securities            Unearned        Treasury
       Available For        Compensation -      Common
      Sale, Net of Tax           ESOP            Stock           Total

           $    -              $(1,361)        $ (4,093)       $ 48,017

                -                    -                -           2,557
                -                    -                -          (1,484)

                -                  243                -             410

              (26)                   -                -             (26)

                -                    -              184             125

                -                    -           (2,407)         (2,407)
          -------             --------         --------        --------
              (26)              (1,118)          (6,316)         47,192

                -                    -                -           2,440
                -                    -                -          (1,696)
                -                  249                -             467

              (46)                   -                -             (46)

                -                    -              116              72

                -                    -             (997)           (997)
         --------            ---------        ---------       ---------
              (72)                (869)          (7,197)         47,432

                -                    -                -           5,844
                -                    -                -          (2,946)

                -                  320                -             850

              574                    -                -             574

                -                    -              938             911

                -                    -           (7,185)         (7,185)
                -                 (487)               -          29,436
         --------            ---------        ---------       ---------
           $  502              $(1,036)        $(13,444)       $ 74,916
         ========            =========        =========       =========

   See accompanying notes to consolidated financial statements.

   <PAGE>

                               FCB FINANCIAL CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Years Ended March 31, 1998, 1997, and 1996
                             (Dollars In Thousands)



                                            1998          1997          1996
   Cash flows from operating 
     activities:
      Net income                      $    5,844     $   2,440    $    2,557
                                        --------      --------      --------
      Adjustments to reconcile net
       income to net cash provided by
       (used in) operating activities:
        Depreciation and net
         amortization                        202           261            51
        Provision for loan losses            950           350           200
        Gain on sale of assets - Net      (1,049)         (288)          (82)
        Loans originated for sale        (72,388)      (18,000)      (27,227)
        Proceeds from loan sales          58,194        20,179        21,704
        Changes in operating assets
         and liabilities                   3,281           165           692
                                        --------      --------      --------

      Total adjustments                  (10,810)        2,667        (4,662)
                                        --------      --------      --------
   Net cash provided by (used in)
    operating activities                  (4,966)        5,107        (2,105)
                                        --------      --------      --------

      Cash flows from investing 
       activities:
        Proceeds from maturities of
         investment securities held
         to maturity                      15,924         8,000        12,000
        Purchases of investment
         securities held to maturity      (2,954)      (10,000)       (7,000)
        Purchases of investment
         securities available
         for sale                        (1,997)            -             - 
        Principal repayments on 
         mortgage-related securities
         held to maturity                  2,605         1,325         1,509
        Principal repayments on
         mortgage-related securities
         available for sale                  823           459           127
        Proceeds from sale of mortgage-
         related securities available
         for sale                          3,470             -            - 
        Purchases of Federal Home Loan
         Bank stock                          (40)         (650)         (326)
        Redemption of Federal Home Loan
         Bank stock                          175            -             - 
        Net (increase) decrease in
         loans                            27,495       (16,949)      (17,193)
        Proceeds from sale of
         other assets                         64            -             63
        Capital expenditures                (497)         (126)          (60)
        Net cash received in
         acquisition                       3,104            -             - 
                                       ---------     ---------     ---------
      Net cash provided by (used in)
         investing activities             48,172       (17,941)      (10,880)
                                       ---------     ---------     ---------
      Cash flows from financing
       activities:
        Net increase in deposit
         accounts                      $   3,069     $   2,048     $   7,264
        Net increase (decrease) in 
         short-term borrowings           (18,100)        4,700        (1,000)
        Proceeds from other borrowings    87,000        47,300        57,000
        Repayment of other borrowings    (82,810)      (39,000)      (46,500)
        Net increase (decrease) in
         advance payments by
         borrowers for taxes 
         and insurance                       263           176           (55)
        Proceeds from exercise of
         stock options                       911            72           125
        Purchases of treasury
         common stock                     (7,185)         (997)       (2,407)
        Dividends paid                    (2,623)       (1,629)       (1,423)
                                       ---------     ---------     ---------
      Net cash provided by (used in) 
        financing activities             (19,475)       12,670        13,004
                                       ---------     ---------     ---------

   Net increase (decrease) in cash
    and cash equivalents              $   23,731     $    (164)   $       19
   Cash and cash equivalents at
    beginning                              4,628         4,792         4,773
                                       ---------     ---------     ---------
   Cash and cash equivalents
    at end                            $   28,359     $   4,628    $    4,792
                                       =========     =========     =========

   Supplemental cash flow information:

   Cash paid during the year for:
      Interest on deposit accounts    $   15,085     $   7,631    $    7,457
      Interest on borrowed funds           6,257         3,056         2,374
      Income taxes                         3,037         1,877         1,630
   Loans transferred to foreclosed
    properties and properties 
    subject to foreclosure                   112            -             53
   Loans transferred from held for
    sale to held for investment            2,231            -          1,150


          See accompanying notes to consolidated financial statements.


   <PAGE>


   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 (the "Bank").  The Bank is a federally
   chartered savings bank and operates as a full service financial
   institution with a primary market area 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 also makes commercial,
   commercial real estate, five or more family residential, consumer and
   residential construction loans within its primary market area.  The Bank,
   through its wholly-owned subsidiary, Fox Cities Financial Services, Inc.,
   sells various investment 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, 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.

   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.  

   Federal Home Loan Bank Stock.

   The Corporation's investment in Federal Home Loan Bank ("FHLB") stock at
   March 31, 1998 and 1997 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.  

   The Corporation accounts for mortgage servicing rights under Financial
   Accounting Standards Board (AFASB") Statement of Financial Accounting
   Standards (ASFAS") No. 125, "Accounting for Transfers and Servicing of
   Assets and Extinguishments of Liabilities," of which certain aspects were
   adopted on April 1, 1997.  Previously, the Corporation accounted for
   mortgage servicing rights under SFAS No. 122, "Accounting for Mortgage
   Servicing Rights."  The Corporation recognizes 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.

   Foreclosed Properties.   

   Real estate properties acquired through, or in lieu of, loan foreclosure
   are initially recorded at fair value at the date of the foreclosure. 
   Subsequently, the foreclosed assets are carried at the lower of the newly
   established cost or fair value less estimated selling costs.  Costs
   related to the development and improvement of property are capitalized,
   whereas costs related to the holding of property are expensed.

   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.

   In February, 1997, the FASB issued SFAS No. 128, AEarnings Per Share,"
   which became effective for the Corporation for reporting periods after
   December 15, 1997.  Under the provisions of SFAS No. 128, primary and
   fully-diluted earnings per share were replaced with basic and diluted
   earnings per share.  Basic earnings per share is arrived at by dividing
   net income available to common shareholders by the weighted-average number
   of common shares outstanding and does not include the impact of any
   potentially dilutive common stock equivalents.  The diluted earnings per
   share calculation is arrived at by dividing net income by the weighted-
   average number of shares outstanding, adjusted for the dilutive effect of
   outstanding stock options, and any other common stock equivalents. 
   Earnings per share for prior periods have been restated in accordance with
   the Statement.  See Note 13 for a reconciliation of basic earnings per
   share to diluted earnings per share. 

   Future Accounting Changes.

   In June, 1997, the FASB issued SFAS No. 130, AReporting Comprehensive
   Income."  This statement establishes standards for reporting and display
   of comprehensive income in a full set of general-purpose financial
   statements.  This statement requires that all items that are required to
   be recognized under accounting standards as components of comprehensive
   income be reported in a financial statement that is displayed with the
   same prominence as other financial statements.  This statement requires
   that an enterprise display an amount representing total comprehensive
   income for the period in a financial statement, but does not require a
   specific format for that financial statement.  This statement also
   requires that an enterprise (a) classify items of other comprehensive
   income by their nature in a financial statement and (b) display the
   accumulated balance of other comprehensive income separately from retained
   earnings and additional paid-in capital in the equity section of the
   statement of financial condition.  The statement is effective for fiscal
   years beginning after December 15, 1997.  Reclassification of financial
   statements for earlier periods provided for comparative purposes is
   required.  Management, at this time, cannot determine the effect that
   adoption of this statement may have on the financial statements of the
   Corporation as comprehensive income is dependent on the amount and nature
   of assets and liabilities held which generate non-income changes to
   equity.  

   In June, 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
   of an Enterprise and Related Information."  This statement establishes
   standards for the way that public business enterprises report information
   about operating segments in annual financial statements and requires that
   those enterprises report selected information about operating segments in
   interim financial reports issued to shareholders.  This statement
   supersedes SFAS No. 14, "Financial Reporting for Segments of a Business
   Enterprise," but retains the requirement to report information about major
   customers.  It also amends SFAS No. 94, "Consolidation of All Majority-
   Owned Subsidiaries," to remove the special disclosure requirements for
   previously unconsolidated subsidiaries.  The statement is effective for
   financial statements for periods beginning after December 15, 1997.  In
   the initial year of application, comparative information for earlier years
   is to be restated.  This statement need not be applied to interim
   financial statements in the initial year of its application, but
   comparative information for interim periods in the initial year of
   application is to be reported in financial statements for interim periods
   in the second year of application.  The statement is not expected to have
   an effect on the financial position or operating results of the
   Corporation, but may require additional disclosures in the financial
   statements.

   Reclassifications.

   Certain amounts in the 1997 and 1996 consolidated financial statements
   have been reclassified to conform to the 1998 presentation.

   NOTE 2 - BUSINESS COMBINATION  

   On May 1, 1997, the Corporation acquired OSB Financial Corp. ("OSB"), the
   savings and loan holding company for Oshkosh Savings Bank, F.S.B., a
   community oriented institution with $256.7 million in assets, $176.3
   million in loans, and $162.3 million in deposits.  The merger of equals
   added seven full service banking locations in East Central Wisconsin to
   the Corporation. 

   The purchase price of $29.9 million was made up of 1,618,868 shares of the
   Corporation's common stock and an immaterial amount of cash paid in lieu
   of fractional shares.

   The merger was accounted for as a purchase.  Accordingly, the related
   accounts and results of operations of OSB are included in Corporation's
   consolidated financial statements from the date of acquisition.  Prior
   period results and balances have not been restated in connection with the
   merger.  There was no goodwill recorded as a result of the transaction. 

   The following presents pro-forma information as though the two
   corporations had combined at the beginning of each of the periods
   presented:

                                               Year Ended March 31,
                                      1998              1997          1996
                                           (Dollars In Thousands, Except
                                              Per Share Information)

      Revenue                         $  42,639      $  40,404    $   38,104
      Net income                      $  5,785       $   3,838    $    2,995
      Basic earnings per share        $  1.57        $    0.96    $     0.71
      Diluted earnings per share      $  1.54        $    0.95    $     0.71


   NOTE 3 - INVESTMENT SECURITIES

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

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

      1998

   Available for Sale

   Other securities         $  2,894     $       -      $     -     $  2,894
                             =======       ========      =======     =======
   Held to Maturity

   U.S. government
    securities              $  9,999     $       90     $     -     $ 10,089
   U.S. agency securities      5,930             83           -        6,013
   Municipal securities        4,495            122           -        4,617
                             -------       --------      -------     -------
   Totals                   $ 20,424     $      295     $     -     $ 20,719
                             =======       ========      =======     =======

        1997

   Held to Maturity

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

   There were no sales of investment securities during the years ended March
   31, 1998, 1997, and 1996.

   The amortized cost and estimated fair value of all investment securities
   at March 31, 1998, by contractual maturity, are shown below:


                                 
                               Available for Sale        Held to Maturity
                                          Estimated                 Estimated
                             Amortized      Fair    Amortized         Fair
                               Cost         Value     Cost            Value
                                         (Dollars In Thousands)

   Due in one year or less  $    896     $      896     $  5,480    $  5,501
      Due after one year 
       through five years      1,998          1,998       12,666      12,866
      Due after five years
       through ten years          -              -         2,278       2,352
                             -------        -------     --------     -------
      Totals                $  2,894     $    2,894     $ 20,424    $ 20,719
                             =======        =======     ========     =======


   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)

        1998

   Available for Sale:

   Government National
    Mortgage Association
    Certificates            $  2,141     $       51     $     -     $  2,192
   Collateralized Mortgage
    Obligations                8,650            343          136       8,857
   Federal Home Loan
    Mortgage Corporation
    Certificates               1,611             65           -        1,676
   Federal National
    Mortgage Association
    Certificates              20,716            436            7      21,145
                            --------       --------     --------     -------
   Totals                   $ 33,118     $      895     $    143    $ 33,870
                            ========       ========     ========     =======

   Held to Maturity:

   Government National
   Mortgage Association
    Certificates            $  1,091     $       33     $     -     $  1,124
   Collateralized Mortgage
    Obligations               14,993            124           -       15,117
   Federal Home Loan
    Mortgage Corporation
    Certificates               3,894             87           -        3,981
   Federal National
    Mortgage Association
    Certificates               5,776            126           -        5,902
                             -------        -------      -------     -------
   Totals                   $ 25,754     $      370     $     -     $ 26,124
                             =======        =======      =======     =======

        1997
   Available for Sale:

   Government National
    Mortgage Association
    Certificates            $  2,506     $       28     $      4    $  2,530
   Collateralized Mortgage
    Obligations                3,984             -           151       3,833
                            --------       --------     --------     -------
   Totals                   $  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
                            --------       --------     --------     -------
   Totals                   $ 16,531     $       95     $     13    $ 16,613
                            ========       ========     ========     =======

   Sales of mortgage-related securities resulted in total proceeds of
   $3,470,000 and gross realized gains of $99,000 during the year ended March
   31, 1998.  There were no sales of mortgage-related securities during the
   years ended March 31, 1997 and 1996.  

   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.


   NOTE 5 - LOANS RECEIVABLE

   Details of loans receivable at March 31 follow:

                                            1998               1997
                                            (Dollars In Thousands)

      First mortgage loans:
        One- to four-family residential   $   214,353      $ 132,985
        Five or more family residential        14,230         12,379
        Commercial                             64,451         34,183
        Construction                           18,938         13,885
                                             --------       --------
        Total first mortgage loans            311,972        193,432
                                             --------       --------
      Consumer loans:
        Home improvement and home equity       36,303         18,540
        Auto and recreational vehicles         19,496         15,635
        Educational                             4,197          1,186
        Other                                   1,530            649
                                             --------       --------
        Total consumer loans                   61,526         36,010
                                             --------       --------
      Commercial loans                          7,622             - 
                                             --------       --------
        Subtotals                             381,120        229,442
                                             --------       --------
      Less:
        Undisbursed loan proceeds               5,930          5,791
        Unearned interest and loan fees           298            318
        Unamortized unrealized loss               391            432
        Allowance for loan losses               3,567          1,405
                                             --------       --------
        Subtotals                              10,186          7,946
                                             --------       --------
      Totals                              $   370,934      $ 221,496
                                             ========       ========


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

                                        
                                      Year Ended March 31,
                                    1998       1997       1996
                                     (Dollars In Thousands)

      Balance at beginning      $  1,405    $ 1,075     $  875
      Provisions                     950        350        200
      Charge-offs                   (224)       (20)        - 
      Recoveries                      17         -          - 
      Allowance acquired through
       acquisition                 1,419         -          - 
                                 -------   --------    -------
      Balance at end            $  3,567    $ 1,405     $1,075
                                 =======   ========    =======

   Nonperforming loans, which include loans on which the accrual of interest
   has been discontinued,  totaled $1,225,000 and $404,000 at March 31, 1998
   and 1997, respectively.  The Bank did not have any troubled debt
   restructurings at March 31, 1998 or 1997.  The Bank did not have any
   material impaired commercial loans during fiscal years 1998 and 1997, and
   had no impaired commercial loans at March 31, 1998 and 1997.  

   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:

                                      1998            1997          1996
                                            (Dollars In Thousands)
   Mortgage loan portfolios serviced
    for:
      Federal Home Loan Mortgage
       Corporation                $169,884        $120,971      $116,275
      Federal National Mortgage 
       Association                  62,787              -             - 
      Other investors                9,820           6,363         5,094
                                   -------         -------       -------
   Totals                         $242,491        $127,334      $121,369
                                   =======         =======       =======


   Custodial escrow balances maintained in connection with the foregoing loan
   servicing were $5,028,000 and $1,532,000 at March 31, 1998 and 1997,
   respectively.

   Mortgage servicing rights are required to be recognized as a separate
   asset and amortized over the estimated period that servicing income is
   recognized.  An analysis of changes in mortgage servicing rights for 1998
   and 1997 is as follows:

                                      1998            1997
                                    (Dollars In Thousands)

      Balance at beginning         $   194         $    - 
        Capitalized amounts            579             202
        Less amortization              (33)             (8)
                                   -------         -------
      Balance at end               $   740         $   194
                                   =======         =======

   There was no impairment of mortgage servicing rights at March 31, 1998 or
   1997, therefore no valuation allowance was recorded.


   NOTE 7 - OFFICE PROPERTIES AND EQUIPMENT

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

                                     1998            1997
                                     (Dollars In Thousands)

      Land and land improvements    $1,737         $   997
      Buildings and building
       improvements                  7,065           4,128
      Leasehold improvements            90              68
      Furniture, fixtures, and
       equipment                     3,696           1,683
      Automobiles                       64              39
      Construction in progress         381              - 
                                   -------         -------
      Subtotals                     13,033           6,915
      Less - Accumulated
       depreciation                  6,423           2,824
                                   -------         -------
      Total office properties
       and equipment               $ 6,610         $ 4,091
                                   =======         =======

   Depreciation and amortization of office properties and equipment charged
   to operating expenses amounted to $389,000, $261,000, and $271,000 in
   1998, 1997, and 1996, respectively.

   NOTE 8 - DEPOSIT ACCOUNTS

   Deposit accounts at March 31 are summarized as follows:

                                      1998                     1997
                                            (Dollars In Thousands)
                                          Weighted                  Weighted
                                           Average                   Average
                              Amount        Rate     Amount           Rate

   NOW accounts:
      Non-interest bearing  $ 12,449            - %       $2,967         - %
      Interest bearing        17,271          1.63         9,235       1.61 
   Regular savings accounts   37,864          2.73        17,593       2.73 
   Money market accounts      42,451          4.59        17,588       3.98 
   Certificate accounts      208,473          6.11       105,780       6.08 
                             -------                     -------
   Totals                   $318,508          5.02%     $153,163       5.07%
                             =======         =====       =======      ===== 

   Certificate accounts include $18.3 million and $10.5 million in
   denominations of $100,000 or more at March 31, 1998 and 1997,
   respectively.  

   On March 31, 1998, certificate accounts have scheduled maturity dates as
   follows:

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

                            1999                        $156,662
                            2000                          42,001
                            2001                           5,973
                            2002                           3,210
                            2003                             627
                                                        --------
                             Totals                     $208,473
                                                        ========

   Interest expense on deposit accounts consists of the following:

                                      Year Ended March 31,
                                1998           1997         1996
                                     (Dollars In Thousands)

   NOW and money market
    accounts                 $ 1,824     $      831     $    836
   Regular savings accounts      985            502          466
   Certificate accounts       12,154          6,297        6,326
   Advance payments by
    borrowers for taxes
    and insurance                 98             74           75
                             -------       --------     --------
      Totals                 $15,061        $ 7,704       $7,703
                             =======       ========     ========

   NOTE 9 - BORROWED FUNDS

   Borrowed funds consist of FHLB advances at March 31 and are summarized as
   follows:
                                         
                                      1998                     1997
                                          Weighted                  Weighted
                                           Average                   Average
                              Amount        Rate     Amount           Rate
                                             (Dollars In Thousands)

   FHLB advances maturing during
   the year ended March 31,:
      1998                     $  -             - %     $ 27,000       5.51%
      1999                    34,250          5.72         5,000       5.60 
      2000                    22,300          5.65        13,000       5.60 
      2001                        -             -             -          -  
      2002                     1,800          6.32         1,800       6.32 
      2003                    41,000          5.49            -          -  
      2004                    10,000          4.98            -          -  
   Open Line of Credit            -             -         18,100       5.60 
                             -------                     -------
      Totals                $109,350          5.56%     $ 64,900       5.59%
                             =======                     =======

   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, 1998, which
   are included in the above, total $16.0 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 $533,000 and $291,000 at March 31,
   1998 and 1997, 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
   employees' benefit.  Bank expense related to this plan was $36,000 in
   1998.  There was no expense under this plan in 1997 and 1996.

   The Bank has Deferred Compensation Agreements with two employees and a
   Separation Benefit Plan with three 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, 1998, the maximum liability which could be
   paid under these agreements is $138,000.  The amount charged to operations
   was $15,000, $26,000, and $18,000 for 1998, 1997, and 1996, 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.  The
   compensation committee of the Board of 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, 1998 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.  

   As a result of the business combination outlined in Note 2, options
   representing 83,112 shares of Corporation stock were assumed by the
   Corporation at exercise prices as originally granted, adjusted for the
   exchange ratio of the merger transaction.  These options were origionally
   granted by OSB under its stock option plan.  Also as a result of the
   merger, all outstanding options for employees of each corporation became
   100% vested and excercisable on the date of the transaction.  


   The following is a summary of stock option activity:

                                          Shares         Option Price
                                       Under Option        Per Share

   Outstanding at April 1, 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

      Transferred in                      83,112    $7.87 - $16.60
      Granted                             55,500   $23.75 - $27.375
      Exercised                          (54,215)   $7.87 - $16.60
                                         -------
      Outstanding at March 31, 1998      195,052    $7.87 - $27.375
                                         =======

   The options above are nonincentive stock options.  Options granted after
   the merger are eligible to be exercised over a five-year period at 20%
   each year.

   The fair value of each option granted is estimated on the grant date using
   the Black-Scholes methodology.  The following assumptions were made in
   estimating the fair value for options granted:

                                                              1998

      Dividend yield                                         2.75%
      Risk-free interest rate                                5.12%
      Weighted average expected life (years)                 7.5 
      Expected volatility                                   30.26%
      The per share weighted average fair value
        of the options granted as of their grant
        date, using the assumptions shown above             $4.36 


   No compensation cost has been recognized for the plan.  Had compensation
   cost been determined on the basis of fair value, net income and earnings
   per share would have been reduced as follows:

                                                            1998
                                                  (Dollars In Thousands, 
                                                 Except Per Share Amounts)
   Net income:                                  

      As reported                                           $5,844
                                                            ======
      Pro forma                                             $5,817
                                                            ======
   Earnings per share:

      As reported:
        Basic                                                $1.59
        Diluted                                              $1.55

      Pro forma:
        Basic                                                $1.58
        Diluted                                              $1.54


   The following is a summary of the options outstanding at March 31, 1998:

   <TABLE>
   <CAPTION>
                                 Options Outstanding      Options Exercisable
                                      Weighted
                                       Average    Weighted                 Weighted
                                      Remaining   Average                  Average
        Exercise                     Contractual  Exercise                 Exercise
      Price Range           Number   Life-Years    Price        Number      Price

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

      7.870 - 10.000        90,005        5.3       $ 9.72       90,005     $ 9.72
     15.410 - 16.600        49,547        7.3        16.12       49,547      16.12
     23.750 - 27.375        55,500        9.2        24.14         -            - 
                            ------        ---       ------      -------      -----
        Totals             195,052        6.9       $15.45      139,552     $11.99
                           =======        ===       ======      =======      =====

   </TABLE>


   The Corporation sponsors an Employee Stock Ownership Plan ("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 $243,000 including interest at a rate of 6.5% over a ten-year
   amortization.  In addition, pursuant to the terms of the merger discussed
   in Note 2, the ESOP plan of OSB was combined with the above plan.  The
   conversion ratio was applied to the OSB ESOP shares prior to inclusion in
   the Corporation ESOP.  As part of this transaction, the Corporation also
   assumed $487,000 of debt related to the former OSB ESOP.  This loan is
   payable in quarterly installments of $29,000 including interest at the
   prime rate of interest over a remaining 54 month amortization from March
   31, 1998.  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.  ESOP
   shares that have not been committed to be released are not considered
   outstanding for purposes of computing earnings per share. The cost of the
   unearned shares is reported in the consolidated statement of financial
   condition 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 $754,000,
   $415,000, and $380,000 for 1998, 1997, and 1996, respectively.  Dividends
   received by the ESOP were $209,000, $123,000, and $103,000 in 1998, 1997,
   and 1996, respectively, and were used to reduce loan principal. The fair
   value of unearned ESOP shares at March 31, 1998 totaled $3.8 million.  

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

                                       1998         1997
      Allocated                  
                                      137,980       90,461
      Committed to be released             -            - 
      Unearned                        117,591       87,708
                                      -------      -------
        Totals                        255,571      178,169
                                      =======      =======

   The ESOP distributed 40,034 and 1,831 allocated shares to former employees
   during the years ended March 31, 1998 and 1997, respectively.


   NOTE 11 - INCOME TAXES

   The provision for income taxes consists of the following:

                                                Year Ended March 31,            
                                           1998          1997           1996
                                                 (Dollars In Thousands)     

      Current tax expense (credit):
        Federal                         $ 2,735       $ 1,431      $   1,532
        Low income housing credit           (70)          (70)           (70)
        State                               469           288            366
                                        -------       -------        -------
      Total current                       3,134         1,649          1,828
                                        -------       -------        -------
      Deferred tax expense (credit): 
        Federal                             (91)           13           (129)
        State                               (23)            3            (32)
                                        -------       -------        -------
      Total deferred                       (114)           16           (161)
                                        -------       -------        -------
      Total provision for income taxes  $ 3,020       $ 1,665      $   1,667
                                        =======       =======        =======

   Included in the total provision for income taxes is expense of $34,000 for
   the year ended March 31, 1998 related to security transactions.  There
   were no sales of securities during the years ended March 31, 1997 and
   1996.

   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:

                                         1998          1997
                                        (Dollars In Thousands)          

   Deferred tax assets:
      Unrealized securities losses      $    -        $    55
      Loans held for sale                   181             6
      Allowance for loan losses           1,122           201
      Marketable securities                 406            - 
      Deferred directors' fees              521           238
      Deferred loan fees                     58            71
      Other - Net                           234            82
                                        -------       -------
        Total deferred tax assets         2,522           653
                                        -------       -------
   Deferred tax liabilities:
      Unrealized securities gains          (250)           - 
      Depreciation                          (35)          (32)
      FHLB stock dividends                 (161)         (118)
      Mortgage servicing rights            (290)          (76)
                                        -------       -------
        Total deferred tax liabilities     (736)         (226)
                                        -------       -------
      Net deferred tax asset            $ 1,786       $   427
                                        =======       =======


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

   <TABLE>
   <CAPTION>
                                                               Year Ended March 31,
                                         1998                          1997                          1996
                                 Amount      Percent          Amount         Percent        Amount       Percent
                                                              (Dollars In Thousands)

   <S>                         <C>            <C>            <C>              <C>          <C>            <C>     
   Income before
    provision for
    income taxes               $   8,864         100%        $ 4,105             100%      $  4,224           100%
                                ========      ======         =======          ======       ========       ======= 
   Tax at federal
    statutory rates            $   3,014          34%        $ 1,396              34%      $  1,436            34%
   Increase
    (decrease) in
    tax:
      State income
       taxes - Net of
       federal income
       tax benefits                  294           3%            191               5%           220             5%
      Low income
       housing credit                (70)         (1%)           (70)             (2%)          (70)           (2%)
      ESOP 
       compensation                  148           2%             56               1%            47             1%
      Tax exempt interest
       exclusion                     (71)         (1%)             -               -              -             - 
      Other                         (295)         (3%)            92               2%            34             1%
                                 -------      ------         -------          ------        -------       ------- 
   Totals                      $   3,020          34%        $ 1,665              40%       $ 1,667            39%
                                 =======      ======         =======          ======        =======       ======= 
   </TABLE>

   NOTE 12 - SHAREHOLDERS' EQUITY

   Under federal laws and regulations, the Bank is required to meet certain
   tangible, leverage, and risk-based capital requirements.  Tangible equity
   generally consists of stockholder's equity minus certain intangible assets
   and investments in and advances to "nonincludable" subsidiaries. Leverage
   capital generally consists of tangible equity plus qualifying intangible
   assets.  The total 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, 1998:

                                                                  Total
                                   Tangible     Leverage     Risk-Based
                                     Equity      Capital        Capital

   Bank's Regulatory Percentage      11.60%       11.60%         18.88%
   Required Regulatory Percentage     2.00%        4.00%          8.00%
                                    ------       ------         ------ 
   Excess Regulatory Percentage       9.60%        7.60%         10.88%
                                    ======       ======         ====== 

                                           
                                       (Dollars In Thousands)

   Bank's Regulatory Capital        $59,392     $ 59,392        $62,959
   Required Regulatory Capital       10,237       20,474         26,674
                                   --------     --------        -------
   Excess Regulatory Capital        $49,155     $ 38,918        $36,285
                                   ========     ========        =======

   To be categorized as well capitalized under Prompt Corrective Action
   provisions at March 31, 1998, the Bank must maintain minimum leverage and
   total risk-based capital ratios of 5% and 10%, respectively.


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

                                                                  Total
                                   Tangible     Leverage     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, 1998, 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.

   NOTE 13 - EARNINGS PER SHARE   

   The following table reflects a reconciliation, for the years ended March
   31, of basic earnings per share and diluted earnings per share:

                                             Years ended March 31,
                                       1998         1997           1996
                                      (Dollars In Thousands, Except Share
                                            and Per-Share Amounts)

   Basic EPS:
      Income available to common
        shareholders                $ 5,844     $  2,440        $ 2,557
      Average common shares
        outstanding               3,679,692    2,357,465      2,482,369

   Earnings per share - basic       $  1.59     $   1.03        $  1.03
                                   ========    =========       ========
   Diluted EPS:
      Income available to 
        common shareholders         $ 5,844     $  2,440        $ 2,557
      Average common shares
        outstanding               3,679,692    2,357,465      2,482,369
      Effect of options - net        83,826       51,991         49,872
                                   --------     --------       --------
      Average common shares
        outstanding - diluted     3,763,518    2,409,456      2,532,241

   Earnings per share - diluted     $  1.55     $   1.01        $  1.01
                                   ========     ========       ========

   NOTE 14 - 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:
                                        
                                          1998                 1997
                                           (Dollars In Thousands)
   Commitments to extend credit:
   Fixed rate (6.125% - 9.50% at
    March 31, 1998 and 6.50% - 8.375%
    at March 31, 1997)                  $ 16,359             $ 6,145
   Adjustable rate (6.125% - 9.75%
    at March 31, 1998 and 6.75% - 
    8.75% at March 31, 1997)               4,883               3,234
                                         -------             -------
   Total outstanding commitments        $ 21,242             $ 9,379
                                         =======             =======
   Unused lines of credit               $  7,838             $ 2,270
                                         =======             =======

   Commitments to sell loans            $ 21,411             $ 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 15 - 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 office properties 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 are as follows:

   <TABLE>
   <CAPTION>
                                            1998                        1997
                                   Carrying    Estimated       Carrying      Estimated
                                     Amount   Fair Value         Amount      Fair Value
                                                   (Dollars In Thousands)

   <S>                             <C>          <C>            <C>           <C> 
   Financial assets:
    Cash and cash equivalents       $28,359     $ 28,359       $  4,628      $  4,628
    Securities                       82,942       83,607         31,889        31,929
    Federal Home Loan Bank stock      6,028        6,028          3,245         3,245
    Total loans - Net               387,626      392,565        224,766       225,561
    Mortgage servicing rights           740          740            194           239
                                   --------     --------       --------      --------
   Total financial assets          $505,695     $511,299       $264,722      $265,602
                                   ========     ========       ========      ========
   Financial liabilities:
    Deposit accounts               $318,508     $318,689       $153,163      $153,668
    Borrowed funds                  109,350      107,225         64,900        64,526
                                   --------     --------       --------      --------
   Total financial liabilities     $427,858     $425,914       $218,063      $218,194
                                   ========     ========       ========      ========
   </TABLE>


   NOTE 16 - PARENT COMPANY ONLY FINANCIAL STATEMENTS

                        STATEMENTS OF FINANCIAL CONDITION
                             March 31, 1998 and 1997
                             (Dollars In Thousands)


      ASSETS
                                                 1998              1997

      Cash                                   $  3,128           $   778
      Investment securities held to maturity    4,495                - 
      Mortgage-related securities
       available for sale                       3,847             3,833
      Investment in subsidiary                 61,025            38,654
      Other assets                              3,232             4,652
                                             --------           -------
      TOTAL ASSETS                           $ 75,727           $47,917
                                             ========           =======

      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                 1998              1997

      Other liabilities                      $    811           $   485
      Total shareholders' equity               74,916            47,432
                                             --------           -------
      TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY                  $ 75,727           $47,917
                                             ========           =======



                              STATEMENTS OF INCOME
                   Years Ended March 31, 1998, 1997, and 1996
                             (Dollars In Thousands)

                                           1998        1997            1996

   Interest and dividend income      $   10,672     $   2,222     $   2,154
   Equity in undistributed net income
       of subsidiary                     (4,686)          471           729
   Other income                               4            -             - 
                                       --------      --------      --------
   Total income                           5,990         2,693         2,883
   Other expense                            146           124           155
                                       --------      --------      --------
   Income before provision for
      income taxes                        5,844         2,569         2,728
   Provision for income taxes                -            129           171
                                       --------      --------      --------
   Net income                        $    5,844     $   2,440     $   2,557
                                       ========      ========      ========


                            STATEMENTS OF CASH FLOWS
                   Years Ended March 31, 1998, 1997, and 1996
                              (Dollars In Thousands)

                                         1998          1997          1996

   Cash flows from operating
    activities:
   Net income                        $    5,844     $   2,440     $   2,557
                                        -------       -------       -------
      Adjustments to reconcile net
       income to net cash provided by
       operating activities:
        Equity in net income of
         subsidiary                      (5,071)       (2,176)       (2,229)
        Increase in other assets            (42)           (8)         (266)
        Increase (decrease) in other
         liabilities                       (199)         (100)           78
                                        -------       -------      --------
      Total adjustments                  (5,312)       (2,284)       (2,517)
                                        -------       -------      --------
   Net cash provided by operating
    activities                              532           156            40
                                        -------       -------      --------
   Cash flows from investing
    activities:
        Proceeds from maturities of
         investment securities held to
         maturity                             -            -          2,000
        Purchases of investment
         securities held to maturity     (4,481)           -             - 
        Dividend received from
         subsidiary                       9,757         1,705         1,500
        Net decrease (increase) in 
         note receivable                  1,747         1,326          (258)
        Net cash received in
         acquisition                      4,015            -             - 
                                        -------       -------      --------
   Net cash provided by investing
    activities                           11,038         3,031         3,242
                                        -------       -------      --------
   Cash flows from financing activities:
        Purchases of treasury common
         stock                           (7,185)         (997)       (2,407)
        Proceeds from exercise of
         stock options                      911            72           125
        Dividends paid                   (2,946)       (1,629)       (1,423)
                                        -------       -------      --------
   Net cash used in financing
    activities                           (9,220)       (2,554)       (3,705)
                                        -------       -------      --------
   Net increase (decrease) in cash        2,350           633          (423)
   Cash at beginning                        778           145           568
                                        -------       -------      --------
   Cash at end                       $    3,128     $     778     $     145
                                        =======       =======      ========


   <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, 1998 and
   1997, and the related consolidated statements of income, shareholders'
   equity, and cash flows for each of the three years in the period ended
   March 31, 1998.  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, 1998 and 1997, and the
   results of their operations and their cash flows for each of the three
   years in the period ended March 31, 1998, in conformity with generally
   accepted accounting principles.



       /s/ Wipfli Ullrich Bertelson LLP


   April 17, 1998
   Green Bay, Wisconsin

   <PAGE>

                      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/ James J. Rothenbach
   James J. Rothenbach
   President and Chief Executive Officer


   /s/ Phillip J. Schoofs
   Phillip J. Schoofs
   Vice President
   Treasurer and Chief Financial Officer

   <PAGE>

                               FCB FINANCIAL CORP.
                         QUARTERLY FINANCIAL INFORMATION
                                   (Unaudited)

      FISCAL YEAR 1998
                                 FIRST       SECOND     THIRD    FOURTH
                          (Dollars In Thousands, Except Per Share Amounts)
                                                                        
   Interest and dividend
    income                      $8,376      $9,870    $9,883     $9,810 
   Interest expense              4,696       5,686     5,475      5,435 
                               -------     -------   -------    ------- 
   Net interest income           3,680       4,184     4,408      4,375 
   Provision for loan losses       500         150       150        150 
                               -------     -------   -------    ------- 
   Net interest income after                                 
     provision for loan losses   3,180       4,034     4,258      4,225 
   Net gain on sale of loans       140         195       188        412 
   Other noninterest income        493         523       514        545 
   Operating expenses            2,789       2,335     2,307      2,412 
                               -------     -------   -------    ------- 
   Income before provision for                                          
     income taxes                1,024       2,417     2,653      2,770 
   Provision for income taxes      333         727       935      1,025 
                               -------     -------   -------    ------- 
   Net income                     $691      $1,690    $1,718     $1,745 
                               =======     =======   =======    ======= 
   Basic earnings per share      $0.21       $0.45     $0.46      $0.47 
                               -------     -------   -------    ------- 
   Diluted earnings per share    $0.20       $0.44     $0.45      $0.46 
                               -------     -------   -------    ------- 
   Dividends declared
    per share                    $0.18       $0.20     $0.20      $0.20 
                               -------     -------   -------    ------- 
   Per share stock price
    ranges:                                                  
     High                       $25.50      $28.00    $30.25     $34.00 
     Low                        $20.00      $24.75    $26.50     $28.00 
     Close                      $25.25      $27.00    $29.50     $32.00 


   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 
                               =======     =======   =======    ======= 
   Basic earnings per share      $0.32       $0.09     $0.32      $0.30 
                               -------     -------   -------    ------- 
   Diluted 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 

                                                                        
   <PAGE>

   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 1998 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.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

            (a)(1)   Financial Statements.

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

            1.    Independent Auditor's Report.

            2.    Consolidated Statements of Financial Condition at March 31,
                  1998 and 1997.

            3.    Consolidated Statements of Income for the Years Ended March
                  31, 1998, 1997 and 1996.

            4.    Consolidated Statements of Shareholders' Equity for the
                  Years Ended March 31, 1998, 1997 and 1996.

            5.    Consolidated Statements of Cash Flows for the Years Ended
                  March 31, 1998, 1997 and 1996.

            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

            (b) Reports on Form 8-K

            No reports on Form 8-K were filed by the Corporation during the
            last quarter of the 1998 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 12, 1998    

                                       By: /s/ James J. Rothenbach
                                          James J. Rothenbach
                                          President, Chief Executive Officer
                                          and Director (Principal Executive 
                                          Officer)

            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   
    James J. Rothenbach
    President, Chief Executive
    Officer and Director
    (Principal Executive Officer)

   Date:  June 12, 1998


   /s/ Donald D. Parker           /s/ Richard A. Bergstrom
   Donald D. Parker              Richard A. Bergstrom
   Chairman of the Board and     Director
   Director

   Date:  June 12, 1998          Date:  June 12, 1998


   /s/ Phillip J. Schoofs        /s/ Dr. Edwin L. Downing
   Phillip J. Schoofs            Dr. Edwin L. Downing
   Vice President, Treasurer     Director
   and Chief Financial Officer 
   (Principal Financial and 
   Accounting Officer)

   Date:  June 12, 1998          Date: June 12, 1998


   /s/ Walter H. Drew            /s/ Thomas C. Butterbrodt
   Walter H. Drew                Thomas C. Butterbrodt
   Director                      Director

   Date:  June 12, 1998          Date:  June 12, 1998


   /s/ David L. Erdmann          /s/ Ronald L. Tenpas
   David L. Erdmann              Ronald L. Tenpas
   Director                      Director

   Date:  June 12, 1998          Date:  June 12, 1998



   /s/ William A. Raaths         /s/ William J. Schmidt
   William A. Raaths             William J. Schmidt
   Director                      Director

   Date:  June 12, 1998          Date:  June 12, 1998


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

   Date:  June 12, 1998          Date:  June 12, 1998

   <PAGE>

                                  EXHIBIT INDEX

   Exhibit No.                   Exhibit

      2.1         Agreement and Plan of Merger between FCB Financial Corp.
                  and OSB Financial Corp., 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
                  No. 33-63204)          

       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 23, 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 Management Bonus  Plan*

      10.6        Deferred Compensation Agreement between Fox Cities Bank 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,
                  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-
                  022066 to Exhibit 2.2 of Registrant's Current Report on
                  Form 8-K, dated May 1, 1997)*

      10.9        Amended and Restated Employment Agreement with James J.
                  Rothenbach, dated May 1, 1998*

      10.10       Employment Agreement with Phillip J. Schoofs, dated May 1,
                  1997 (incorporated herein by reference under File No. 0-
                  022066 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-
                  022066 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-
                  022066 to Exhibit 2.6 of Registrant's Current Report on
                  Form 8-K, dated May 1, 1997)*

      10.13       Amended and Restated Employment Agreement with James J.
                  Goetz, dated May 1, 1998.*

      10.14       Unfunded Deferred Compensation Plan for the Directors of
                  Fox Cities Bank, (incorporated herein by reference under
                  File No. 0-22066 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 (incorporated herein by
                  reference under File No. 0-22066 to Exhibit 21 of the
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 1997)

      23          Consent of Wipfli Ullrich Bertelson LLP

      27.1        Financial Data Schedule at and for the year ended March 31,
                  1998

      27.2        Restated Financial Data Schedule at and for the year ended
                  March 31, 1997

      27.3        Restated Financial Data Schedule at and for the year ended
                  March 31, 1996

   *  A management contract or compensatory plan or arrangement.


   Fox Cities Bank, 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.