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 September 30, 1999

                                       OR

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

                  For the transition period from              to


                         Commission file number 0-25516

                          CAMERON FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                    Delaware                                    43-1702410

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

         1304 North Walnut, Cameron, Missouri                      64429
--------------------------------------------------------------------------------
      (Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (816) 632-2154
        Securities Registered Pursuant to Section 12(b) of the Act: None
           Securities Registered Pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
                                (Title of class)

         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
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  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

         The aggregate  market value of the voting stock held by  non-affiliates
of the  registrant,  computed by reference to the closing price of such stock on
the Nasdaq  National  Market as of December  10,  1999,  was  $24,696,646.  (The
exclusion from such amount of the market value of the shares owned by any person
shall  not be deemed  an  admission  by the  registrant  that such  person is an
affiliate of the registrant.)
<PAGE>
         As of December 10, 1999,  there were issued and  outstanding  2,079,779
shares of the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Parts  II and IV of  Form  10-K -  Portions  of the  Annual  Report  to
Stockholders for the fiscal year ended September 30, 1999.

         Part III of Form 10-K - Portions of the Proxy Statement for 2000 Annual
Meeting of Stockholders.
<PAGE>
                                     PART I


Item 1.  Description of Business
         -----------------------

General

         Cameron  Financial  Corporation  ("Cameron  Financial"  and,  with  its
subsidiary,  the "Company") was formed at the direction of The Cameron Savings &
Loan Association, F.A. ("Cameron Savings" or the "Association") in December 1994
for the purpose of owning all of the outstanding stock of Cameron Savings issued
upon the  conversion of the  Association  from the mutual to the stock form (the
"Conversion").  On March 31, 1995,  Cameron Financial acquired all of the shares
of the  Association  in connection  with the completion of the  Conversion.  The
Company's  Common Stock is quoted on the Nasdaq National Market under the symbol
"CMRN."

         Cameron  Savings,   which  was  originally   chartered  in  1887  as  a
Missouri-chartered  mutual savings and loan  association,  is  headquartered  in
Cameron,  Missouri.  The  Association  amended  its  mutual  charter to become a
federal mutual savings and loan association in 1994. Its deposits are insured up
to the maximum  allowable  amount by the Federal Deposit  Insurance  Corporation
("FDIC"). Cameron Savings serves the financial needs of its customers throughout
northwest  Missouri  through  its main  office  located  at 1304  North  Walnut,
Cameron,  Missouri,  and three branch offices located in Liberty,  Maryville and
Mound City,  Missouri.  The Association occupied the new main office during June
1997 and the new branch office in Liberty in August 1998. At September 30, 1999,
the Company had total assets of $261.6 million,  deposits of $143.7 million, and
shareholders' equity of $40.6 million.

         Cameron   Savings   has  been,   and  intends  to  continue  to  be,  a
community-oriented financial institution offering financial services to meet the
needs of the market area it serves.  The Association  attracts deposits from the
general public and uses such funds to originate loans secured by first mortgages
on owner-occupied  one- to four-family  residences and construction loans in its
market area. To a lesser extent,  the Association  originates  land,  commercial
real estate,  multi-family  and consumer loans in its market area. See "Business
Originations,  Purchases  and Sales of Loans." The  Association  also invests in
investment  securities,  interest-bearing  deposits and other short-term  liquid
assets. See "Business - Investment Activities."

         The  executive  office of the  Association  is  located  at 1304  North
Walnut,  Cameron,  Missouri.  Its  telephone  number  at that  address  is (816)
632-2154.

Market Area

         The  Association's  primary market consists of the Northwestern part of
Missouri. The Association primarily serves Clinton, Caldwell, DeKalb and Daviess
Counties,  Missouri  through its


                                       2
<PAGE>
main office located in Cameron,  Missouri. The Association serves Nodaway County
through its branch  office in  Maryville,  Missouri and Holt County  through its
branch office in Mound City, Missouri,  and Clay and Platte Counties through its
branch office in Liberty, Missouri. Nearly all of the Association's construction
lending is originated by the Liberty  branch office and is secured by properties
located in the northern suburbs of Kansas City.

         Cameron, Missouri is located approximately 50 miles northeast of Kansas
City,  Missouri  at the  intersection  of  Interstate  35 and U.S.  Highway  36.
According to the 1990 census, Clinton, Caldwell, DeKalb and Daviess Counties had
a combined population of approximately 45,000. The primary industries in Clinton
and surrounding counties are services; governmental; finance, insurance and real
estate;  and light  manufacturing.  Major employers in the Association's  market
area include the State of Missouri Department of Corrections,  Cameron Insurance
Companies,  Cameron Community Hospital and the Cameron R-1 school district.  The
Association also serves commuting customers to Kansas City.

Lending Activities

         General.  Historically, the Association originated primarily fixed-rate
long-term  residential  mortgage  loans.  Since the early  1980s,  however,  the
Association has emphasized,  subject to market  conditions,  the origination for
portfolio of adjustable rate mortgage ("ARM") loans and the origination and sale
of  fixed-rate  loans with  terms to  maturity  of up to 30 years.  Management's
strategy  has been to  attempt  to  increase  the  percentage  of  assets in its
portfolio with more frequent repricing terms or shorter  maturities.  As part of
its efforts,  the Association  has developed a variety of ARM loan products.  In
response to customer  demand,  however,  the Association  continues to originate
fixed-rate  mortgage  loans with terms of 30 years,  most of which it sells into
the secondary market.

         The  Association's  primary  focus  in  lending  activities  is on  the
origination  of loans  secured by first  mortgages  on  owner-occupied,  one- to
four-family  residences  and loans for the  construction  of one- to four-family
residences.  In addition,  in order to serve the financial needs of the families
and the communities in the  Association's  primary market area,  Cameron Savings
also originates, to a lesser extent, land, commercial real estate,  multi-family
and  consumer  loans.  See "-  Originations,  Purchases  and Sales of Loans." At
September 30, 1999, the Association's net loan portfolio totaled $221.9 million.

         The Association  maintains an established loan approval process.  Loans
under  $150,000  secured by real  estate are  reviewed  and  approved by any two
members of the loan committee.  Real estate loans between  $150,000 and $227,150
that meet  specified  criteria may be approved by any three  members of the loan
committee.  The entire Board of Directors  approves all other real estate loans.
Home equity and  improvement  loans are approved by the loan  committee  and the
consumer  lending  department.  Other  consumer loans may be approved by any one
person in the consumer lending department except for signature loans over $5,000
which require the approval of two persons on the loan committee.

                                       3
<PAGE>
         The aggregate amount of loans that the Association is permitted to make
under  applicable  federal  regulations to any one borrower,  including  related
entities,  or the aggregate amount that the Association can have invested in any
one real estate  project is generally the greater of 15% of  unimpaired  capital
and  surplus  or  $500,000.  See  "Regulation  - Federal  Regulation  of Savings
Associations."  At September 30, 1999, the maximum amount which the  Association
could have lent to any one  borrower  and the  borrower's  related  entities was
approximately $5.6 million.  At September 30, 1999, the Association had no loans
with an aggregate  outstanding balance in excess of this amount. The Association
has 25 borrowers or related  borrowers with total loans outstanding in excess of
$1.0  million.  The  largest  amount  outstanding  to any one  borrower  and the
borrower's  related  entities  was  approximately  $4.5 million to a real estate
developer, and was secured by real estate primarily in Clay and Platte Counties,
Missouri and the  personal  guarantee of the  borrower.  At September  30, 1999,
these loans were  performing in accordance  with their terms.  See "Regulation -
Federal Regulation of Savings Associations."



                                       4
<PAGE>
         Loan  Portfolio  Composition.   The  following  table  sets  forth  the
composition  of the  Association's  loan  portfolio  in  dollar  amounts  and in
percentages (before deductions for loans in process, deferred fees and discounts
and  allowances  for losses) at the dates  indicated.  Substantially  all of the
loans in  process  reflected  in the  table  represent  undisbursed  residential
construction funding.
<TABLE>
<CAPTION>
                                                                            At September 30,
                                  --------------------------------------------------------------------------------------------------
                                         1999               1998                 1997                 1996               1995
                                  ------------------  -----------------   ------------------    -----------------  -----------------
                                  Amount    Percent   Amount    Percent   Amount     Percent    Amount    Percent  Amount    Percent
                                  ------    -------   ------    -------   ------     -------    ------    -------  ------    -------
                                                                         (Dollars in Thousands)
<S>                              <C>         <C>     <C>          <C>     <C>          <C>     <C>         <C>     <C>        <C>
Real Estate Loans:
   One- to four-family(1)        $160,789    65.38%  $134,416     65.08%  $123,856     61.96%  $109,292    62.06%  $95,040    65.71%
   Multi-family                     7,360     2.99      2,943      1.42      4,226      2.11      2,908     1.65      3,181    2.20
   Commercial                       6,398     2.60      3,243      1.57      3,403      1.70      4,322     2.45      3,759    2.60
   Land                            14,660     5.96     11,059      5.35      8,257      4.13      9,605     5.46      4,106    2.84
   Construction(2)                 40,301    16.38     45,654     22.11     51,447     25.74     41,646    23.65     32,956   22.79
                                 --------            --------             --------             --------            -------

     Total real estate loans      229,508    93.31    197,315     95.53    191,189     95.64    167,773    95.27    139,042   96.14
                                 --------            --------             --------             --------            -------
Other Loans:
   Consumer and Other Loans:
     Deposit account                  516     0.21        621      0.30        398      0.20        533     0.30        316    0.22
     Automobile                     3,244     1.32      3,094      1.50      3,302      1.65      3,359     1.91      1,249    0.86
     Home equity                    4,429     1.80      2,937      1.42      1,904      0.95      2,718     1.54      1,327    0.92
     Home improvement               1,154     0.47      1,181      0.57      1,014      0.51        873     0.50      1,387    0.96
     Other(3)                       7,116     2.89      1,408      0.68      2,091      1.05        847     0.48      1,308    0.90
                                 --------   ------   --------    ------   --------    ------   --------   ------   --------  ------
      Total consumer loans         16,459     6.69      9,241      4.47      8,709      4.36      8,330     4.73      5,587    3.86
                                 --------   ------   --------    ------   --------    ------   --------   ------   --------  ------
      Total loans                 245,967   100.00%   206,556    100.00%   199,898    100.00%   176,103   100.00%   144,629  100.00%
                                            ======               ======               ======              ======             ======
Less:
   Loans in process                21,927              19,730               20,679               19,502              13,253
   Deferred loan fees, net            529                 700                  805                  804                 642
   Allowance for loan losses        1,602               1,521                1,624                1,353                 994
                                 --------            --------             --------             --------           ---------
   Loans receivable, net         $221,909            $184,605             $176,790             $154,444           $ 129,740
                                 ========            ========             ========             ========           =========
</TABLE>
--------------
(1)Includes $147,000,  $526,000 and $466,000 of loans held for sale at September
30, 1999, 1998 and 1997, respectively.
(2)Includes  $11.5 million,  $9.9 million,  $6.6 million,  $8.3 million and $4.4
million of  construction-permanent  loans on one-to  four-family  properties  at
September 30, 1999, 1998, 1997, 1996 and 1995, respectively,  $2.7 million, $0.8
million,  $0.3  million  and $1.4  million  of  construction-permanent  loans on
multi-family   properties   at  September  30,  1999,   1998,   1997  and  1996,
respectively,  and $0.1 million and $70,000 of  construction-permanent  loans on
commercial property at September 30, 1999 and 1996, respectively.
(3) Includes $2.7 million of commercial  lines of credit and  commercial  leases
and $2.3 million of recreational vehicle, boat and motorcycle loans at September
30, 1999.

                                       5
<PAGE>
   The following  table sets forth the  composition  of the  Association's  loan
portfolio by fixed- and adjustable-rate at the dates indicated.
<TABLE>
<CAPTION>
                                                                            At September 30,
                                   -------------------------------------------------------------------------------------------------
                                         1999               1998                1997                  1996               1995
                                   ----------------    ----------------    -----------------    ----------------    ----------------
                                    Amount  Percent    Amount   Percent    Amount    Percent    Amount   Percent    Amount   Percent
                                    ------  -------    ------   -------    ------    -------    ------   -------    ------   -------
                                                                         (Dollars in Thousands)

Fixed-Rate Loans:
   Real estate:
<S>                                <C>        <C>     <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>
     One- to four-family(1)        $ 39,792   16.18%  $ 27,039    13.09%  $ 22,214    11.11%  $ 24,312    13.81%  $ 24,312    16.70%
     Multi-family                     2,970    1.21        152     0.07        942     0.47        986     0.56      1,028     0.71
     Commercial                         330    0.13        349     0.17        571     0.29        604     0.34        354     0.24
     Land                             9,911    4.03      5,284     2.56      5,180     2.59      6,298     3.58      2,457     1.90
     Construction                    31,668   12.87     41,821    20.25     50,106    25.07     35,475    20.14     30,369    21.00
                                   --------   -----   --------    -----   --------    -----   --------    -----   --------    -----
      Total real estate loans        84,671   34.42     74,645    36.14     79,013    25.07     67,675    38.43     58,354    40.35
     Consumer and other              10,311    4.20      5,224     2.53      5,768     2.88      6,033     3.43      3,901     2.70
                                   --------   -----   --------    -----   --------    -----   --------    -----   --------    -----
      Total fixed-rate loans         94,982   38.62     79,869    38.67     84,781    42.41     73,708    41.86     62,255    43.05
                                   --------   -----   --------    -----   --------    -----   --------    -----   --------    -----
Adjustable-Rate Loans:
   Real estate:
     One- to four-family            120,997   49.19    107,377    51.98    101,642    50.85     84,980    48.26     70,894    49.01
     Multi-family                     4,390    1.78      2,791     1.35      3,284     1.64      1,922     1.09      2,153     1.49
     Commercial                       6,068    2.47      2,894     1.4       2,832     1.42      3,718     2.11      3,405     2.35
     Land                             4,749    1.93      5,775     2.8       3,077     1.54      3,307     1.88      1,649     1.14
     Construction                     8,633    3.51      3,833     1.86      1,341     0.67      6,171     3.5       2,587     1.79
                                   --------   -----   --------    -----   --------    -----   --------    -----   --------    -----
      Total real estate loans       144,837   58.88    122,670    59.39    112,176    56.12    100,098    56.84     80,688    55.78
   Consumer and other                 6,148    2.50      4,017     1.94      2,941     1.47      2,297      1.3      1,686     1.17
                                   --------   -----   --------    -----   --------    -----   --------    -----   --------    -----
      Total adjustable-rate loans   150,985   61.38    126,687    61.33    115,117    57.59    102,395    58.14     82,374    56.95
                                   --------   -----   --------    -----   --------    -----   --------    -----   --------    -----
      Total loans                   245,967  100.00%   206,556   100.00%   199,898   100.00%   176,103   100.00%   144,629   100.00%
                                             ======              ======              ======              ======              ======

Less:
   Loans in process                  21,927             19,730              20,679              19,502              13,253
   Deferred loan fees, net              529                700                 805                 804                 642
   Allowance for loan losses          1,602              1,521               1,624               1,353                 994
                                   --------           --------            --------            --------            --------
     Loans receivable, net         $221,909           $184,605            $176,790            $154,444            $129,740
                                   ========           ========            ========            ========            ========
</TABLE>
--------------------------------
(1)Includes ARM loans aggregating $7.3 million,  $2.8 million,  $6.9 million and
$7.9 million at September 30, 1999,  1998,  1997 and 1996,  respectively,  which
have their next interest rate  adjustment date five years or more from the dates
indicated.

                                       6
<PAGE>
         The following  table sets forth the  contractual  maturity and weighted
average rates of the  Association's  loan portfolio at September 30, 1999. Loans
which have  adjustable or  renegotiable  interest rates are shown as maturing in
the year during which the  contract is due.  The  schedule  does not reflect the
effects  of  scheduled   payments,   possible   prepayments  or  enforcement  of
due-on-sale clauses.
<TABLE>
<CAPTION>
                                                                   Real Estate
                             -------------------------------------------------------------------------------
                                                   Multi-family and
                             One- to Four-Family      Commercial           Land             Construction      Consumer and Other
                             -------------------   -----------------  ------------------  ------------------  ------------------
                                       Weighted             Weighted            Weighted            Weighted           Weighted
                                        Average              Average             Average             Average            Average
                              Amount    Weight     Amount    Weight   Amount     Weight   Amount      Weight   Amount    Weight
                              ------    ------     ------    ------   ------     ------   ------      ------   ------    ------
                                                                  (Dollars in Thousands)
<S>                        <C>           <C>    <C>          <C>    <C>           <C>    <C>          <C>    <C>          <C>
Due During Years Ending
September 30,
-------------
2000(1)                    $    366      8.58%  $     53     8.94%  $     85      8.95%  $ 22,943     8.23%  $    990     9.14%
2001                            803      8.37         13     9.45         98      8.75      2,502     8.29      1,429    10.17
2002                            375      8.28         64     9.43         66      8.81        542     8.04      1,342    10.60
2003 and 2004                 2,103      7.97        133     8.53      8,794      8.50        425     8.30      4,454    10.23
2005 to 2009                 12,766      7.92      1,460     8.01      1,461      8.18         --       --      5,844     9.65
2010 to 2024                 88,366      7.79     10,857     7.95      4,035      7.97      2,453     8.05      2,313     7.53
2025 and following           56,010      7.52      1,178     7.85        121      7.58     11,436     7.65         87    11.85
                           --------      ----   --------     ----   --------      ----   --------     ----   --------     ----
Total                      $160,789      7.71%  $ 13,758     7.97%  $ 14,660      8.32%  $ 40,301     8.06%  $ 16,459     9.61%
                           ========             ========            ========             ========            ========

<CAPTION>
                                   Total
                          -----------------------
                                         Weighted
                                         Average
                           Amount        Weight
                           ------        ------
<S>                       <C>             <C>
Due During Years Ending
September 30,
-------------
2000(1)                   $ 24,437        8.28%
2001                         4,845        8.87
2002                         2,389        9.57
2003 and 2004               15,909        8.91
2005 to 2009                21,531        8.41
2010 to 2024               108,024        7.81
2025 and following          68,832        7.55
                          --------

Total                     $245,967        7.95%
                          ========
</TABLE>
       The total amount of loans due after  September  30, 2000 which have fixed
interest rates is $70.6 million,  while the total amount of loans due after such
date which have adjustable interest rates is $150.9 million.

                                       7
<PAGE>
         All of the Association's lending is subject to its written underwriting
standards and loan origination  procedures.  Decisions on loan  applications are
made  on  the  basis  of  detailed  applications  and  property  valuations,  if
applicable.

         The Association requires evidence of marketable title and lien position
and/or  appropriate  title  insurance  or title  opinions  and  surveys  of such
properties.  The Association also requires fire and extended  coverage  casualty
insurance in amounts at least equal to the lesser of the principal amount of the
loan or the value of  improvements  on the  property,  depending  on the type of
loan. As required by federal  regulations,  the Association  also requires flood
insurance  to protect the property  securing  its  interest if such  property is
located in a designated flood area.

One- to Four-Family Residential Real Estate Lending

         A primary focus of the Association's  lending program has long been the
origination of long-term permanent loans secured by mortgages on owner-occupied,
one- to four-family residences. At September 30, 1999, $160.8 million, or 65.4%,
of the  Association's  loan  portfolio  consisted of permanent  loans on one- to
four-family residences. Substantially all of the residential loans originated by
Cameron Savings are secured by properties  located in the  Association's  market
area.

         Historically,   Cameron   Savings   originated  for  retention  in  its
portfolio,  fixed-rate  loans secured by one- to  four-family  residential  real
estate.  In the early  1980s,  in order to reduce  its  exposure  to  changes in
interest rates, Cameron Savings began to emphasize the origination of ARM loans,
subject to market conditions and consumer preference. The Association originates
ARM loans for its portfolio.  However,  as a result of continued consumer demand
for long-term fixed-rate loans, particularly during recent periods of relatively
low interest rates,  Cameron Savings has continued to originate fixed-rate loans
with terms to maturity of 15 to 30 years. During recent years, the Association's
general  policy  has been to sell  into the  secondary  market,  with  servicing
released,  most fixed-rate loans with terms to maturity of 30 years.  Fixed-rate
loans with terms to  maturity  of less than 30 years may either be  retained  in
portfolio or sold in the secondary market depending on the interest rate charged
and the Association's asset/liability management objectives.

         In the loan approval  process,  Cameron Savings assesses the borrower's
ability to repay the loan, the adequacy of the proposed security, the employment
stability of the borrower and the  creditworthiness of the borrower.  Initially,
Cameron Savings' loan underwriters analyze the loan application and the property
involved. As part of the loan application process, qualified independent and, to
a lesser extent,  staff appraisers  inspect and appraise the security  property.
All appraisals are subsequently reviewed by the loan committee as applicable.

         The Association's loans are underwritten and documented pursuant to the
guidelines  of Freddie Mac.  Most of the  Association's  fixed-rate  residential
loans have contractual  terms to maturity of ten to 30 years. The  Association's
decision to hold or sell these loans is based on its asset/liability  management
policies  and goals and the market  conditions  for  mortgages  at any period in
time. Currently,  the Association  originates and sells substantially all of its
fixed-rate  30-year

                                       8
<PAGE>
loans  which  have the  interest  rates  below a  pre-determined  level into the
secondary markets,  servicing released. See "Business - Originations,  Purchases
and Sales of Loans." The interest rates on loans sold are determined pursuant to
commitments to purchase from secondary market sources.

         The  Association  offers ARM loans at rates and on terms  determined in
accordance with market and  competitive  factors.  Substantially  all of the ARM
loans originated by the Association meet the  underwriting  standards  regarding
creditworthiness of the secondary market for residential loans, but may not have
other  terms  that are  generally  acceptable  to the  secondary  market  (i.e.,
periodic  interest  rate cap or type of  property).  The  Association's  one- to
four-family  residential  ARM loans  generally are fully  amortizing  loans with
contractual maturities of up to 30 years.

         Cameron  Savings  presently  offers  several ARM products  which adjust
annually  after an initial  period  ranging from one to seven years subject to a
limitation on the annual  increase of 0.5%,  1.0% or 2.0% and an overall life of
loan limitation of 5.0% or 6.0%.  These ARM products  utilize the weekly average
yield on one-year U.S.  Treasury  securities  adjusted to a constant maturity of
one year plus a margin of 2.75% or 3.0%. Borrowers are generally qualified using
the fully indexed rate. ARM products held in the Association's  portfolio do not
permit negative amortization of principal and carry no prepayment  restrictions.
At September 30, 1999, the Association had $121.0 million of one- to four-family
ARM loans, or 49.2% of total loans.

         It is Cameron  Savings'  present policy  generally to lend up to 97% of
the lesser of the appraised  value or purchase  price of the  property.  Cameron
Savings generally  requires private mortgage insurance on residential loans with
a  loan-to-value  ratio at  origination  exceeding  80% in order to  reduce  its
exposure to 80% or less. The Association  occasionally deviates from this policy
for  first-time  home  buyers  in which the  Association  will  provide  lending
opportunities  to individuals  who have not been employed long enough to qualify
for private mortgage  insurance but who have qualifying  incomes and low debt to
income ratios.

         Adjustable-rate  loans  decrease  the risk  associated  with changes in
interest  rates but involve  other risks,  primarily  because as interest  rates
rise, the payment by the borrowers may rise to the extent permitted by the terms
of the loan, thereby increasing the potential for default. Also, adjustable-rate
loans have features  which  restrict  changes in interest  rates on a short-term
basis and over the life of the loan. In particular,  the ARM loans originated by
the  Association  which have  annual  adjustments  of 0.5% would take  longer to
adjust to market rates than would many  competing  loans.  At the same time, the
market value of the  underlying  property  may be  adversely  affected by higher
interest rates.

         The  Association's   residential  mortgage  loans  customarily  include
due-on-sale  clauses  giving  the  Association  the  right to  declare  the loan
immediately due and payable in the event that, among other things,  the borrower
sells or otherwise disposes of the property subject to the mortgage and the loan
is not repaid. The Association may enforce  due-on-sale  clauses in its mortgage
contracts for the purpose of increasing its loan portfolio yield.


                                       9
<PAGE>
Construction and Land Lending

         Historically,  the Association has invested a significant proportion of
its loan  portfolio  in  construction  and land  loans.  Prompted  by  increased
residential development (predominately  subdivisions) in the northern suburbs of
Kansas City, on July 1, 1987, the Association opened a loan production office in
Liberty,  Missouri, a suburb community located northeast of Kansas City. Cameron
Financial has recently completed the construction of a building in Liberty which
has been leased to the Association  and operated as a full service  branch.  The
Liberty  loan  production  office has been  closed.  Vice  President  Stephen E.
Hayward is the Liberty Branch Manager.  Substantially  all of the  Association's
construction and land loans are secured by residential properties located in the
northern suburbs of Kansas City and are originated,  monitored,  and serviced by
the Liberty office.

         The Association  originates  five basic types of construction  and land
loans:

         1.    "Speculative"  construction  loans are made to home  builders for
               the  construction  principally of one- to four-family  residences
               and  residential  development  projects and, to a lesser  extent,
               commercial  buildings and  multi-family  residences.  Speculative
               construction  loans  generally  do not  have a sale  contract  or
               permanent loan in place for the finished home, and the purchasers
               for  the  finished  homes  may be  identified  either  during  or
               following the construction period.

         2.    "Contract"  construction  loans are made to  builders  who have a
               signed contract to build a new home.

         3.    "Construction--permanent"  loans are made to individuals who have
               contracted with a builder to construct their personal residence.

         4.    "Conventional"  land loans are made to  individuals  typically to
               finance agricultural land, building lots, and unimproved land.

         5.    "Land  acquisition and development"  loans ("land A&D loans") are
               made  to  real  estate   developers  and   individuals   for  the
               acquisition  of land upon which the  purchaser can then build and
               for the  acquisition of unimproved  land upon which the purchaser
               makes improvements necessary to build upon or to sell as improved
               lots.


                                       10
<PAGE>
         The table below presents information on the Association's  construction
and land loans at September 30, 1999:
<TABLE>
<CAPTION>
                                                        Outstanding
                                                           Loan         Percent of
                                                         Balance(1)        Total
                                                         ----------        -----
                                                          (Dollars in Thousands)
<S>                                                       <C>              <C>
Speculative                                               $24,205          44.04%
Contract                                                    1,766           3.21
Construction/permanent                                     14,330          26.07
                                                          -------          -----
   Total construction                                      40,301          73.33
                                                          -------          -----
Conventional land                                           6,025          10.96
Land A&D                                                    8,635          15.71
                                                          -------          -----
   Total land                                              14,660          26.67
                                                          -------          -----
      Total construction and land                         $54,961         100.00%
                                                          =======         ======
</TABLE>
(1)      Includes loans in process.


         At September 30, 1999, the Association's  $40.3 million of construction
loans and $14.7 million of land loans represented 16.4% and 6.0%,  respectively,
of total loans receivable.  At the same time, the Association's $24.2 million of
speculative  construction  loans and $8.6 million of land A&D loans  represented
9.8% and 3.5%, respectively,  of total loans receivable.  At September 30, 1998,
the  Association's  $30.3  million of  speculative  construction  loans and $3.3
million of land A&D loans  represented  14.7% and 1.6%,  respectively,  of total
loans receivable.

         Construction   and  land  A&D  lending   affords  the  Association  the
opportunity  to achieve  higher  interest  rates and fees with shorter  terms to
maturity than does its single-family  permanent  mortgage lending.  Construction
and land A&D  lending,  however,  is  generally  considered  to involve a higher
degree of risk than  single-family  permanent  mortgage  lending  due to (i) the
concentration  of principal  among  relatively  few  borrowers  and  development
projects,  (ii)  the  increased  difficulty  at the  time  the  loan  is made of
estimating  building  costs and the selling  price of the residence to be built,
(iii) the increased difficulty and costs of monitoring the loan, (iv) the higher
degree of  sensitivity  to increases  in market  rates of interest,  and (v) the
increased  difficulty  of working out problem  loans.  Speculative  construction
loans have the added risk associated with identifying an  end-purchaser  for the
finished home. The  Association  has sought to address these risks by developing
and adhering to underwriting policies,  disbursement procedures,  and monitoring
practices.

         The Association seeks to make construction loans to those builders with
which it has a long-standing history of satisfactory  performance.  New builders
typically  borrow  from  the  Association  in  limited  amounts  and may  borrow
additional amounts based on proven experience with the

                                       11
<PAGE>
Association.  At September 30, 1999, the  Association  had 9 borrowers for which
speculative  construction  and land A&D loans  outstanding  totaled more than $1
million.  Each of the foregoing builders with speculative  construction and land
A&D loans totaling more than $1.0 million have been customers of the Association
for more than three years.

         While substantially all of the Association's  construction and land A&D
loans are secured by properties  located in the northern suburbs of Kansas City,
the Association  also seeks to diversify its  construction  and land A&D lending
risks among several development projects. At September 30, 1999, the Association
had  speculative  construction  and land A&D loans  secured by  properties in 51
developments of which 6 represented an exposure to a single  development of more
than $1.0 million.

         One- to Four-Family  Construction  Loans. Loans for the construction of
one- to four-family residences are generally made for terms of six to 12 months.
The Association's loan policy includes maximum loan-to-value ratios of up to 85%
that vary by amount and type (i.e., speculative versus contract) of construction
loan. The Board of Directors may increase or decrease the maximum  loan-to-value
ratio  depending on borrower  strength,  economic  conditions and other factors.
Prior to preliminary  approval of a construction loan  application,  Association
personnel  inspect  the site,  review the  existing  or  proposed  improvements,
identify  the market for the  proposed  project,  analyze the pro forma data and
assumptions  on the project,  and satisfy  themselves  with the  experience  and
expertise  of the  builder.  After  preliminary  approval  has been  given,  the
application  is  processed.   Processing   includes  obtaining  credit  reports,
financial  statements  and tax  returns  on the  borrowers  and  guarantors,  an
independent  appraisal of the project, and any other expert reports necessary to
evaluate the proposed  project.  The Association  requires builders to designate
Cameron  Savings as the  beneficiary  of a life  insurance  policy  equal to the
lesser of $50,000 or 50% of the loan balance,  though the Board of Directors may
require  additional  amounts  or  make  other  similar  arrangements.   Although
individual loan officers can make conditional loan commitments, all construction
loans must be approved by the Loan Committee or Board of Directors.

         With few exceptions,  the Association  requires that  construction loan
proceeds be disbursed in increments as construction  progresses.  To control the
disbursement   process,   the  Association  requires  that  builders  and  their
subcontractors  and vendors submit invoices to the Association for payment.  The
Association tracks actual disbursements  compared to estimated costs by category
of expense.  The Association uses this information,  along with periodic on-site
inspections by Association personnel, to monitor the progress of the project. In
the event of cost overruns, depending on the circumstances (i.e., whether due to
"add-ons" not included in the original plans or due to unanticipated  changes in
building  costs) the  Association  may seek to require  the  borrower to deposit
funds with the  Association  for  additional  disbursements,  increase  the loan
amount on the basis of an  increased  appraisal  and  disburse  additional  loan
proceeds consistent with the original loan-to-value ratio, or become more active
in the monitoring and progress of the project.

         The Association  regularly monitors the accuracy of assumptions made in
its construction loan business over time. In particular,  the Association tracks
the accuracy of its  independent  appraisers by comparing  actual selling prices
with the  appraised  value  estimated  in  connection  with  the loan

                                       12
<PAGE>
approval.  Additionally,  the Association  tracks the performance of its builder
customers  by  comparing   actual  costs  with  those   estimated  in  the  loan
application. The Association believes that this experience mitigates some of the
risks inherent in its construction lending.

         Commercial  and  Multi-family  Construction  Loans.  Occasionally,  the
Association  originates loans for the  construction of commercial  buildings and
multi-family  residences  on  terms  similar  to  those  on one- to  four-family
construction  loans.  Multi-family  construction loans also includes  individual
loans secured by 5 or more single family  dwellings.  At September 30, 1999, the
Association had ten such loan outstanding totalling $7.3 million.

         Land and Development  Loans. At September 30, 1999, the Association had
total land loans of $14.7 million. In making land loans, the Association follows
similar  underwriting  policies  as for  construction  loans and,  to the extent
applicable (i.e., if the loan is to develop land for future building rather than
simply to acquire raw land),  similar disbursement  procedures.  The Association
originates  land loans with similar terms and at similar  rates as  construction
loans, except that the initial term on conventional land loans is typically five
to ten years  (not to exceed 20 years) as opposed to the term of up to 12 months
that is typical of construction  loans. Land A&D loans are interest-only  loans,
payable  semi-annually,  with  provisions  for principal  reductions as lots are
sold.

Multi-Family and Commercial Real Estate Lending

         Cameron  Savings also  originates  loans  secured by  multi-family  and
commercial  real estate.  At September 30, 1999,  $7.4 million,  or 3.0%, of the
Association's  loan portfolio  consisted of multi-family loans and $6.4 million,
or 2.6%, of the Association's loan portfolio consisted of commercial real estate
loans.  These  balances  reflect  increases  from the prior  fiscal year end. At
September 30, 1998, $2.9 million,  or 1.4%, of the Association's  loan portfolio
consisted of multi-family  loans and $3.2 million,  or 1.6% of the Association's
loan portfolio  consisted of commercial  real estate loans.  Multi-family  loans
also includes  individual loans secured by five or more single family dwellings.
The increase in  multi-family  loans in fiscal 1999 was  primarily  due to loans
secured by several  single-family  dwellings.  The  Association  placed  greater
emphasis on commercial real estate lending during fiscal 1999.

         Multi-family  and  commercial  real  estate  loans  originated  by  the
Association may be either fixed- or adjustable-rate loans with terms to maturity
and amortization  schedules of up to 20 years. Rates on such ARM loans generally
adjust annually to specified spreads over the one-year U.S. Treasury  securities
index  adjusted  to a  constant  maturity  of one year,  subject  to annual  and
life-of-loan  interest rate caps.  Multi-family and commercial real estate loans
are written in amounts of up to 80% of the lesser of the appraised  value of the
property or the sales price.

         The Association's commercial real estate portfolio consists of loans on
a variety  of  non-residential  properties  including  small  shopping  centers,
nursing homes, small office buildings and churches. Multi-family loans generally
are secured by seven- to 36-unit apartment  buildings.  Appraisals on properties
which secure  multi-family  and commercial real estate loans are performed

                                       13
<PAGE>
by an independent  appraiser  designated by the  Association  before the loan is
made.  All  appraisals  on  multi-family  and  commercial  real estate loans are
reviewed by the  Association's  management.  In  underwriting  such  loans,  the
Association  primarily  considers the cash flows generated by the real estate to
support  the debt  service,  the  financial  resources  and income  level of the
borrower and the Association's  experience with the borrower.  In addition,  the
Association's  underwriting  procedures  require  verification of the borrower's
credit history, an analysis of the borrower's income,  financial  statements and
banking relationships, a review of the borrower's property management experience
and references,  and a review of the property,  including cash flow  projections
and  historical  operating  results.  The  Association  seeks to ensure that the
property  securing the loans will  generate  sufficient  cash flow to adequately
cover operating  expenses and debt service payments.  The Association  generally
requires a debt service coverage ratio of 120% or more.

         At September  30,  1999,  the  Association's  largest  multi-family  or
commercial  real  estate  loan  was  a  $1.5  million  loan,   secured  by  nine
single-family dwellings located in Platte County, Missouri.

         Multi-family and commercial real estate lending affords the Association
an  opportunity  to  receive  interest  at rates  higher  than  those  generally
available  from one- to four-family  residential  lending.  Nevertheless,  loans
secured by such properties are generally larger,  more difficult to evaluate and
monitor and, therefore 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  multi-family  properties are often dependent on the
successful  operation or management of the  properties,  repayment of such loans
may be subject to adverse  conditions  in the real estate market or the economy.
If the cash flow from the project is reduced,  the  borrower's  ability to repay
the loan might be impaired.  The  Association  has  attempted to minimize  these
risks by lending  primarily to the ultimate  user of the property or on existing
income-producing properties.

Consumer and Other Lending

         The  Association  originates  a variety of  consumer  and other  loans,
including home equity loans, automobile loans,  recreational vehicle loans, boat
loans,  motorcycle  loans,  home  improvement  loans,  loans  secured by deposit
accounts,  commercial lines of credit and commercial  leases, and other types of
secured and unsecured  loans.  At September 30, 1999, the  Association had $16.5
million,  or 6.7% of its loans  receivable,  in  outstanding  consumer and other
loans. The Association has recently focused on the expansion of its consumer and
other  lending  portfolio  as a result of the  variety of  products  that can be
offered, the higher yields that can be obtained and the stronger consumer demand
for such products. In addition,  management believes that offering consumer loan
products helps to expand the  Association's  customer base and creates  stronger
ties to its existing customer base.  Consumer loan balances typically range from
$1,000 to $50,000 and are generally  repaid over periods ranging from one to ten
years.  Unsecured  consumer loans  generally do not exceed $10,000 and typically
are  repayable  in  monthly   installment   payments  within  five  years.   The
Association's  consumer  loans are  primarily  secured  by second  mortgages  on
residential  real  estate,  automobiles,  recreational  vehicles  or boats.  The
Association's  focus in consumer lending has been the origination of home equity
and improvement  loans and auto loans. At September 30, 1999 the

                                       14
<PAGE>
Association  had $5.6  million or 33.9% of its consumer  loan  portfolio in home
equity and home  improvement  loans and $3.2 million in auto loans,  or 19.7% of
the consumer  loan  portfolio.  Approximately  3.8% of the  consumer  loans were
unsecured at September 30, 1999. The  Association's  commercial  lines of credit
and  commercial  leases are made to local  businesses  and entities  such as the
local school district and car dealers and are typically secured by inventory and
equipment.

         Consumer  and other  loans  generally  have  shorter  terms and  higher
interest  rates than first lien mortgage  loans because they  generally  involve
more credit risk than  mortgage  loans as a result of the type and nature of the
collateral and, in certain cases, the absence of collateral.  Consumer and other
loans generally are dependent on the borrower's  continuing  financial stability
and thus are more  likely to be  affected  by  adverse  personal  circumstances.
Despite the risks  inherent in consumer  and other  lending,  the  Association's
consumer and other loans  delinquent  greater  than 90 days as a  percentage  of
total consumer loans was 0.13% at September 30, 1999.

         The underwriting  standards  generally  employed by the Association for
consumer loans include a  determination  of the  applicant's  payment history on
other debts and an assessment of the borrower's  ability to meet the payments on
the  proposed  loan  as  well  as  existing  obligations.  In  addition  to  the
creditworthiness  of the  applicant,  the  underwriting  process also includes a
comparison of the value of the security in relation to the proposed loan amount.
Upon  receipt of a completed  consumer  loan  application  from the  prospective
borrower, a credit report is obtained,  income and other information is verified
and, if necessary, additional financial information is requested.

         The Association's underwriting procedures for home equity loans include
a  comprehensive  review of the loan  application,  which require a clean credit
rating and  verification of stated income and other financial  information.  The
combined  loan-to-value  ratio,  including  prior  mortgage  liens,  also  is  a
determining  factor  in  the  underwriting  process.   Generally,  the  combined
loan-to-value  ratio,  including prior mortgage liens, may not exceed 80% of the
underlying security property.

Loan Fees

         In addition to earning interest on loans, the Association also receives
income  from loan  origination  fees and fees  related  to late  payments,  loan
modifications,  and miscellaneous activities related to loans. Income from these
activities  varies  from  period to  period  with the  volume  and type of loans
originated.

         The Association  generally  receives loan origination and/or commitment
fees when  originating  loans.  Fees are generally up to 1-1/2% of the principal
amount of  residential  mortgage  loans.  In  accordance  with SFAS No.  91, the
Association  defers loan origination and commitment fees and certain direct loan
origination  costs, with the net amount amortized as an adjustment of the loan's
yield. The Association  amortizes these amounts,  using the level-yield  method,
over the contractual  life of these loans.  Net deferred amounts are recorded in
income when the  underlying  loans are sold or paid in full. See Note 2 of Notes
to Consolidated Financial Statements.


                                       15
<PAGE>
Originations, Purchases and Sales of Loans

         The Association originates real estate loans through marketing efforts,
the   Association's   customer  base  and  walk-in   customers.   Mortgage  loan
originations come from direct  solicitation by the  Association's  loan officers
and branch  managers,  and from real estate  brokers,  builders,  depositors and
walk-in   customers.   Loan   applications  are  taken  and  processed  by  loan
representatives,  while  underwriting  and document  preparation  functions  are
performed at the Cameron Savings home office and Liberty loan production office.
When all necessary documents are obtained,  the loan,  depending on its size and
type, may be approved by any three members of the loan committee or the Board of
Directors.

         While the Association  originates both  adjustable-rate  and fixed-rate
loans,  its ability to originate  loans is dependent upon the relative  customer
demand for loans in its  market.  In fiscal  1999,  the  Association  originated
$137.9 million of loans, compared to $110.5 million and $100.6 million in fiscal
1998 and 1997, respectively. During recent years, the Association's construction
loan originations have been strong,  totaling $49.2 million,  $55.4 million, and
$63.5 million,  or 35.7%, 50.1%, and 63.1%, of total loan originations in fiscal
1999, 1998 and 1997, respectively.

         Cameron  Savings  generally  sells  its  30-year   fixed-rate  one-  to
four-family  residential mortgage loans,  without recourse,  to secondary market
purchasers.  Sales of whole loans  generally are  beneficial to the  Association
since these sales may  generate  income at the time of sale,  provide  funds for
additional lending and other investments and increase liquidity.  When loans are
sold, the Association typically does not retain the responsibility for servicing
the  loans.  At  origination,  all  of  the  Association's  mortgage  loans  are
immediately  classified as either held for  investment or held for sale.  During
fiscal 1999,  conventional mortgage loans originated and sold into the secondary
market totaled $6.5 million.

         While the Association has purchased whole loans or loan  participations
from time to time,  such  purchases  have been  infrequent.  In fiscal 1999, the
Association  purchased  one loan  totaling  $40,000 from  individuals.  Any such
purchases are made consistent  with the  Association's  underwriting  standards.
Most of the  Association's  purchased  loans are secured by property  located in
Missouri.
         In addition, the Association may purchase mortgage-backed securities to
complement its mortgage lending activities.  However,  during fiscal 1999, 1998,
1997 and 1996 the Association did not purchase any mortgage-backed securities.

         Loan  commitments are issued as soon as possible upon completion of the
underwriting  process,  and  mortgage  loans  are  closed  as soon as all  title
clearance and other required  procedures have been  completed.  At September 30,
1999,  there were  outstanding  first  mortgage loan  commitments  totaling $4.4
million.  At that date, the  Association  also had $40.3 million of construction
loans of which approximately $19.0 million had not yet been disbursed.


                                       16
<PAGE>
         The  following  table shows the loan  origination,  purchase,  sale and
repayment activities of the Association for the periods indicated.
<TABLE>
<CAPTION>
                                                                    Year Ended September 30,
                                                       ----------------------------------------------------
                                                         1999      1998       1997      1996       1995
                                                       --------- ---------- --------- ---------- ----------
                                                                     (Dollars In Thousands)
<S>                                                    <C>          <C>       <C>        <C>        <C>
Originations by type:
 Adjustable rate:
  Real estate - one- to four-family                    $ 34,001     24,148    24,074     21,063     15,226
    multi-family                                          4,597         38       660      1,679        201
    commercial                                            2,378      1,593        40      1,085        277
     land                                                 3,440      2,421     1,088      2,079        743
     construction                                        13,202     10,683     9,565      9,901      4,678
  Non-real estate - consumer                              5,117      2,690     1,612      1,278        668
                                                        -------- ---------- --------- ---------- ----------
         Total adjustable-rate                           62,735     41,573    37,039     37,085     21,793
                                                       --------- ---------- --------- ---------- ----------
 Fixed rate:
  Real estate - one- to four-family                      21,480     17,583     4,226      4,262      3,489
                - commercial                                 --        121        48        100         --
                - land                                    8,528      3,886     1,407      5,348        734
                - construction                           35,976     44,681    53,980     47,089     38,909
  Non-real estate - consumer                              9,160      2,654     3,905      5,735      3,010
                                                       --------- ---------- --------- ---------- ----------
         Total fixed-rate                                75,144     68,925    63,566     62,534     46,142
                                                       --------- ---------- --------- ---------- ----------
         Total loan originations                        137,879    110,498   100,605     99,619     67,935
                                                       --------- ---------- --------- ---------- ----------
Purchases:
  Real estate - one- to four-family                          --         52        --        882         26
                            - land                           40         14        --         --         --
                                                       --------- ---------- --------- ---------- ----------
         Total loan purchases                                40         66        --        882         26
  Mortgage-backed securities                                  --        --        --         --         --
                                                       --------- ---------- --------- ---------- ----------
         Total purchases                                     40         66        --        882         26
                                                       --------- ---------- --------- ---------- ----------
Sales and Repayments:
  Real estate - one- to four-family                       6,512      7,916     2,731      1,531      1,102
                                                       --------- ---------- --------- ---------- ----------
         Total loan sales                                 6,512      7,916     2,731      1,531      1,102
  Principal repayments                                  108,445     95,989    74,079     67,496     48,508
                                                       --------- ---------- --------- ---------- ----------
         Total sales and repayments                     114,967    103,905    76,810     69,027     49,610
Decrease (Increase) in other items:
  Loans in process                                      (2,197)        949   (1,177)    (6,249)    (2,420)
  Deferred fees and discounts                               171        105       (1)      (162)       (54)
  Allowance for loan losses                                (81)        102     (271)      (359)      (118)
                                                       --------- ---------- --------- ---------- ----------

         Net increase                                  $ 20,845      7,815    22,346     24,704     15,759
                                                       ========= ========== ========= ========== ==========
</TABLE>
Asset Quality

           Delinquency  Procedures.  When a  borrower  fails to make a  required
payment  on a first  mortgage  loan,  the  Association  attempts  to  cause  the
delinquency to be cured by contacting the

                                       17
<PAGE>
borrower by mail or telephone when the loan is 20 days delinquent. A second late
notice  is sent  after  the loan is 30 days  delinquent  in  addition  to verbal
contact with the borrower.

           In the event the loan  payment  is past due for 90 days or more,  the
Association  performs an in-depth review of the loan's status,  the condition of
the property and  circumstances  of the borrower.  Based upon the results of the
review,  the Association  may negotiate and accept a repayment  program with the
borrower  or,  when  deemed  necessary,  initiate  foreclosure  proceedings.  If
foreclosed  on, real property is sold at a public sale and the  Association  may
bid on the property to protect its  interest.  A decision as to whether and when
to initiate foreclosure proceedings is made by the loan service officer with the
approval  of the  President  and is based on such  factors  as the amount of the
outstanding  loan in  relation  to the  original  indebtedness,  the  extent  of
delinquency  and the borrower's  ability and  willingness to cooperate in curing
the delinquencies.

           The following table sets forth the Association's  loan  delinquencies
by type, by amount and by percentage of type at September 30, 1999.
<TABLE>
<CAPTION>
                                                   Loans Delinquent For
                                  ----------------------------------------------------------
                                             60-89 Days                90 Days and Over          Total Delinquent Loans
                                  ---------------------------    ---------------------------   ---------------------------
                                                     Percent                        Percent                          Percent
                                                        of                            of                               of
                                                       Loan                          Loan                             Loan
                                   Number    Amount  Category     Number   Amount  Category      Number    Amount   Category
                                   ------    ------  --------     ------   ------  --------      ------    ------   --------
                                                                  (Dollars in Thousands)
<S>                                 <C>    <C>         <C>        <C>      <C>         <C>        <C>     <C>        <C>
    Real Estate:
      One- to four-family             12   $   440     0.27 %        4     $   171      0.11        16    $  611     0.38 %

      Commercial-multifamily          --        --       --         --          --        --        --        --       --
      Land                            --        --       --          1          63      0.46         1        63     0.46
      Construction                     1       152     0.38         --          --        --         1       152     0.38
    Consumer and other                 6        63     0.38          3          13      0.08         9        76     0.46
                                 --------  --------  -------   --------    --------  --------  --------  -------- --------

         Total                        19   $   655     0.27 %        8     $   247      0.10        27   $   902      0.37 %

</TABLE>
         Non-Performing  Assets.  Real estate acquired in settlement of loans is
classified as real estate owned until it is sold. When property is acquired,  it
is initially recorded at the lower of estimated fair value, less estimated costs
to sell,  or cost.  If,  subsequent to  foreclosure,  the fair value of the real
estate  acquired  through  foreclosure is determined to have declined based upon
periodic evaluations by management, valuation allowances are established through
a charge to income.  Costs  relating to the  development  or improvement of real
estate owned are capitalized to the extent of fair market value.

         The  following  table  sets forth the  amounts  and  categories  of the
Association's non-performing assets. Loans are placed on non-accrual status when
the  collection of principal  and/or  interest is not probable;  however,  in no
event is  interest  accrued  on loans  for which  interest  is more than 90 days
delinquent. Foreclosed assets include assets acquired in settlement of loans.

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                                                   September 30,
                                                           ----------------------------------------------------------
                                                             1999        1998          1997        1996         1995
                                                            -------     -------      -------     -------      -------
                                                                                (Dollars in Thousands)
<S>                                                         <C>         <C>          <C>         <C>          <C>
Non-accruing loans:
  One- to four-family                                       $   171     $   721      $   262     $   638      $   349
  Multi-family                                                 --          --           --          --           --
  Commercial                                                   --            34         --          --              5
  Land                                                           63        --           --          --           --
  Construction                                                 --         1,044          110         131          206
  Consumer and other                                             13        --           --          --           --
                                                            -------     -------      -------     -------      -------
     Total non-accruing loans                                   247       1,799          372         769          560
                                                            -------     -------      -------     -------      -------

Accruing loans delinquent 90 days or more:(2)
  One- to four-family                                          --           870          708         653          716
  Multi-family                                                 --             7         --          --           --
  Commercial                                                   --          --           --          --           --
  Land                                                         --          --           --          --           --
  Construction                                                 --           450         --          --           --
  Consumer and other                                           --            10           88          56           59
                                                            -------     -------      -------     -------      -------
    Total accruing loans delinquent more than 90 days          --         1,337          796         775          709
                                                            -------     -------      -------     -------      -------
    Total non-performing loans                                  247       3,136        1,168       1,478        1,335
                                                            -------     -------      -------     -------      -------

Foreclosed assets:
  One- to four-family                                            23        --           --            70         --
  Multi-family                                                 --          --           --          --           --
  Commercial                                                   --          --           --          --           --
  Land                                                         --          --           --          --           --
  Construction                                                 --          --           --          --           --
  Consumer and other                                           --            19           12        --           --
                                                            -------     -------      -------     -------      -------
     Total                                                       23          19           12          70         --
                                                            -------     -------      -------     -------      -------

Total non-performing assets                                 $   270     $ 3,155      $ 1,180     $ 1,548      $ 1,335
                                                            =======     =======      =======     =======      =======
Total classified assets(1)                                  $ 8,062     $11,803      $10,754     $ 7,729      $ 3,903
Total non-performing loans as a percentage                   0.10 %        1.52%      0.58 %        0.84%      0.92 %
 of total loans receivable
Total non-performing assets as a percentage                  0.10 %        1.42%      0.56 %        0.83%      0.77 %
 of total assets
Total classified assets(1) as a percentage of total          3.08 %        5.32%      5.06 %        4.15%      2.25 %
assets
Interest income that would have been recorded on            $    24     $    92      $    21     $    40      $    15
 non-performing loans if current (3)
Interest income on non-performing loans included in net     $     7     $    62      $    13     $    40      $    19
income (4)
</TABLE>
----------------
<PAGE>

(1) Includes assets designated special mention.
(2)These  loans are  delinquent  90 days or more as to  principal  but not as to
interest.  This can occur whenthe Association  receives a partial payment from a
borrower which is first applied to interest due.
(3)This represents the additional interest income that would have been collected
had the loans been current.  (4)This  represents  the interest  income  actually
collected on the loans.


                                       19
<PAGE>
          The decrease in  non-performing  loans during fiscal 1999 is primarily
due to increased collection efforts.

          Other Loans of Concern.  In addition to the  non-performing  loans and
foreclosed  assets set forth in the preceding  table,  as of September 30, 1999,
there  was  also an  aggregate  of $7.8  million  in net  book  value  of  loans
classified by the Association with respect to which known  information about the
possible  credit  problems  of the  borrowers  or the cash flows of the  secured
properties  have caused  management to have some doubts as to the ability of the
borrowers to comply with present  loan  repayment  terms and which may result in
the future inclusion of such items in the  non-performing  asset categories.  At
September 30, 1999,  other loans of concern  consisted  primarily of speculative
construction  loans not repaid  within the  original  one-year  term and one- to
four-family loans. Speculative construction loans may not be paid off during the
initial one year due to delays in starting  construction,  weather delays during
construction,  the  inability  of the new buyer to close the  purchase  with the
original term, or the property remaining unsold near the original maturity date.
Prior to maturity,  the original loan is modified to reflect a new maturity date
one year later than the original maturity date. Such loans are not classified as
non-performing  since  they are  performing  in  accordance  with  current  loan
requirements.  At September 30, 1999,  $5.8 million of speculative  construction
loans  were  included  in  this   category.   Management   has   considered  the
Association's  non-performing  and other  loans of concern in  establishing  its
allowance for loan losses.

          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,  the Office of Thrift
Supervision ("OTS") and FDIC examiners have 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  savings  institution  will  sustain  some  loss  if  the
deficiencies  are  not  corrected.   Doubtful  assets  have  the  weaknesses  of
Substandard assets, with the additional characteristics that the weaknesses make
collection  or  liquidation  in full on the basis of currently  existing  facts,
conditions and values questionable,  and there is a high probability of loss. An
asset classified Loss is considered  uncollectible and of such little value that
continuance as an asset of the institution is not warranted.  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. Assets which do not currently expose the savings  institution to sufficient
risk to  warrant  classification  in one of the  aforementioned  categories  but
possess weaknesses  deserving  management's close attention,  are required to be
designated Special Mention.

          On the basis of  management's  review of its assets,  at September 30,
1999,  on  a  net  basis,   the  Association  had  classified  $2.3  million  as
Substandard, none as Doubtful, none as Loss and $5.8 million as Special Mention.


                                       20
<PAGE>
          Classified assets at September 30, 1999 were $8.0 million, compared to
$11.8 million at September 30, 1998 and $10.8 million at September 30, 1997. The
majority of the decrease in fiscal 1999 was in the  "substandard"  category.  At
September  30,  1999,  no  speculative  construction  loans were  classified  as
substandard.  The  decrease in 1999 is  primarily  due to  increased  collection
efforts. During fiscal 1998,  delinquencies in both the speculative construction
and the one- to four-family  portfolio increased.  At September 30, 1998, eleven
speculative  construction loans had become 90 days delinquent compared to one at
September  30,  1997.  The  majority  of the  increase in fiscal 1997 was in the
"special  mention"  category.  In an attempt to insure  that  internal  controls
monitor all situations of possible  concern,  the  Association's  classification
policy was changed in 1997 to classify all  speculative  construction  loans not
paid off during the  initial one year term as special  mention.  These loans may
not be  paid  off  during  the  initial  one  year  due to  delays  in  starting
construction, weather delays during construction, the inability of the new buyer
to close the purchase within the original term, or the property remaining unsold
near the  original  maturity  date.  Prior to  maturity,  the  original  loan is
modified  to  reflect  a new  maturity  date one year  later  than the  original
maturity  date.  Such loans are not classified as  nonperforming  since they are
performing   in   accordance   with  current  loan   requirements.   Speculative
construction  loans  classified as "special  mention"  were $5.8  million,  $5.8
million, and $5.9 million at September 30, 1999, 1998 and 1997, respectively.

          Allowance for Loan Losses.  The allowance for estimated loan losses is
established  through a provision for losses based on management's  evaluation of
the risk inherent in its loan  portfolio and changes in the nature and volume of
its loan  activity.  Such  evaluation,  which  includes a review of all loans of
which full collectibility may not be reasonably assured, considers the estimated
net  realizable  value  of  the  underlying  collateral,   economic  conditions,
historical  loan loss  experience and other factors that warrant  recognition in
providing for an adequate allowance for loan losses.

          Real estate  properties  acquired through  foreclosure are recorded at
the lower of estimated  fair value,  less  estimated  costs to sell, or cost. If
fair value at the date of  foreclosure  is lower than the balance of the related
loan, the difference will be charged-off to the allowance for loan losses at the
time of transfer.  Valuations are periodically  updated by management and if the
value declines,  a specific provision for losses on such property is established
by a charge to operations.

          While management believes that it uses the best information  available
to determine the allowance for loan losses,  unforeseen  market conditions could
result in adjustments  to the allowance for loan losses,  and net earnings could
be  significantly  affected,  if  circumstances  differ  substantially  from the
assumptions used in making the final determination.

          Future additions to the Association's  allowance will be the result of
periodic loan,  property and collateral  reviews and thus cannot be predicted in
advance. In addition,  federal regulatory  agencies,  as an integral part of the
examination  process,  periodically review the Association's  allowance for loan
losses.  Such agencies may require the Association to recognize additions to the
allowance level based upon their judgment of the  information  available to them
at the time of their  examination.  At September 30, 1999, the Association had a
total  allowance  for loan losses of $1.6 million  representing  628.2% of total
non-performing loans.

                                       21
<PAGE>
          The  following  table  sets  forth an  analysis  of the  Association's
allowance for loan losses.
<TABLE>
<CAPTION>
                                                                     Year Ended September 30,
                                                --------------------------------------------------------------
                                                   1999        1998           1997         1996          1995
                                                   ----        ----           ----         ----          ----
                                                                  (Dollars in Thousands)
<S>                                             <C>           <C>           <C>          <C>           <C>
Balance at beginning of year                    $ 1,521       $ 1,624       $ 1,353      $   994       $   876

Charge-offs:
  One- to four-family                              --             (20)         --           --            --
  Multi-family                                     --            --            --           --            --
  Commercial                                       --            --            --           --            --
  Land                                             --            --            --           --            --
  Construction                                     --            --            --           --            --
  Consumer and other                                 (5)           (7)          (14)          (9)           (2)
                                                -------       -------       -------      -------       -------
          Total charge-offs                         (5)          (27)          (14)          (9)           (2)
                                                -------       -------       -------      -------       -------

Recoveries:
  One- to four-family                              --            --            --           --            --
  Multi-family                                     --            --            --           --            --
  Commercial                                       --            --            --           --            --
  Land                                             --            --            --           --            --
  Construction                                     --            --            --           --            --
  Consumer and other                               --            --            --           --            --
     Total recoveries                              --            --            --           --            --

Net charge-offs                                      (5)          (27)          (14)          (9)           (2)
Additions charged to operations                      86           (76)          285          368           120
                                                -------       -------       -------      -------       -------
Balance at end of year                          $ 1,602       $ 1,521       $ 1,624      $ 1,353       $   994
                                                =======       =======       =======      =======       =======

Ratio of net charge-offs during the year to
 average loans outstanding during the year        0.002%        0.015%      0.008 %        0.006%      0.002 %
                                                =======       =======       =======      =======       =======

Ratio of allowance for loan losses to
non-performing loans at end of year              628.24%        48.50%      139.04 %       91.54%      74.46 %
                                                =======       =======       =======      =======       =======

Ratio of allowance for loan losses to total
loans receivable at end of year                    0.65%         0.74%       0.81 %         0.77%       0.69 %
                                                =======       =======       =======      =======       =======
</TABLE>
                                       22
<PAGE>
          The distribution of the Association's allowance for loan losses at the
dates  indicated  is  summarized  in the  following  table.  The  portion of the
allowance  allocated to each loan  category does not  necessarily  represent the
total  available for losses within that  category  since the total  allowance is
applicable to the entire loan portfolio.
<TABLE>
<CAPTION>
                                                    Percent                            Percent                          Percent
                                                    of Loans                           of Loans                         of Loans
                                       Loan          in Each                   Loan     in Each                 Loan     in Each
                        Amount of     Amounts        Category    Amount of    Amounts  Category  Amount of     Amounts   Category
                        Loan Loss       by           to Total    Loan Loss      by      to Total Loan Loss       by      to Total
                        Allowance    Category         Loans      Allowance    Category    Loans  Allowance    Category     Loans
                        ---------    --------         -----      ---------    --------    -----  ---------    --------     -----
                                                                (Dollars In Thousands)
<S>                     <C>          <C>              <C>        <C>          <C>         <C>     <C>          <C>         <C>
One- to four-family     $    415     $160,789         65.38%     $    357     $134,416    65.08%  $    345     $123,856    61.96%
Multi-family                  21        7,360          2.99            15        2,943     1.42         21        4,226     2.11
Commercial                    47        6,398          2.60            31        3,243     1.57         26        3,403     1.70
Land                         313       14,660          5.96           261       11,059     5.35        209        8,257     4.13
Construction                 489       40,301         16.38           673       45,654    22.11        818       51,447    25.74
Consumer and other           317       16,459          6.69           184        9,241     4.47        205        8,709     4.36
                        --------     --------        ------      --------     --------   ------   --------     --------   ------
     Total              $  1,602     $245,967        100.00%     $  1,521     $206,556   100.00%  $  1,624     $199,898   100.00%
                        ========     ========        ======      ========     ========   ======   ========     ========   ======
<CAPTION>
                                                     Percent                               Percent
                                                    of Loans                              of Loans
                                       Loan          in Each                     Loan      in Each
                        Amount of     Amounts        Category      Amount of    Amounts    Category
                        Loan Loss       by           to Total      Loan Loss      by        to Total
                        Allowance    Category         Loans        Allowance   Category       Loans
                        ---------    --------         -----        ---------   --------       -----
<S>                     <C>          <C>              <C>          <C>          <C>           <C>
One- to four-family     $    299     $109,292         62.06%       $    255     $ 95,040      65.71%
Multi-family                  22        2,908          1.65              16        3,181       2.20
Commercial                    33        4,322          2.45              28        3,759       2.60
Land                         235        9,605          5.46              79        4,106       2.84
Construction                 577       41,646         23.65             503       32,956      22.79
Consumer and other           187        8,330          4.73             113        5,587       3.86
                        --------     --------        ------        --------     --------     ------
     Total              $  1,353     $176,103        100.00%       $    994     $144,629     100.00%
                        ========     ========        ======        ========     ========     ======

</TABLE>

                                       23
<PAGE>
Investment Activities

      General.  Cameron  Savings must maintain  minimum levels of investments
that qualify as liquid assets under OTS  regulations.  Liquidity may increase or
decrease  depending upon the  availability  of funds and  comparative  yields on
investments in relation to the return on loans.  Historically,  the  Association
has maintained liquid assets at levels above the minimum requirements imposed by
the OTS regulations and at levels believed  adequate to meet the requirements of
normal operations,  including potential deposit outflows.  Cash flow projections
are  regularly  reviewed  and  updated  to assure  that  adequate  liquidity  is
maintained.  At  September  30,  1999 and  1998,  the  Association's  regulatory
liquidity  ratio  (liquid  assets as a percentage  of net  withdrawable  savings
deposits and current borrowings) was 11.9%, and 15.0%, respectively.

         The  Association has the authority to invest in various types of liquid
assets,  including  United States  Treasury  obligations,  securities of various
federal and state agencies, certain certificates of deposit of insured banks and
savings institutions,  certain bankers'  acceptances,  repurchase agreements and
federal funds. Subject to various restrictions,  the Association may also invest
its assets in commercial  paper,  investment grade corporate debt securities and
mutual funds whose assets conform to the investments that a savings  institution
is otherwise authorized to make directly.

         Generally,  the investment policy of the Association is to invest funds
among  various   categories  of  investments  and  maturities   based  upon  the
Association's   asset/liability  management  policies,  investment  quality  and
marketability, liquidity needs and performance objectives.

         Investment   Securities.   At  September   30,  1999,   the   Company's
certificates of deposit in other financial institutions totaled $1.2 million, or
0.5%, of total assets and investment securities totaled $18.5million, or 7.1% of
total assets. As of such date, the Company also had a $3.6 million investment in
Federal Home Loan Bank ("FHLB") stock, satisfying its requirement for membership
in the FHLB of Des  Moines.  It is the  Company's  general  policy  to  purchase
securities  which are U.S.  Government  securities  or federal  or state  agency
obligations  or other  issues  that are rated  investment  grade or have  credit
enhancements, except for certain municipal bonds purchased by the Association.


                                       24
<PAGE>
         The  following  table  sets  forth  the  composition  of the  Company's
investment portfolio at the dates indicated.
<TABLE>
<CAPTION>
                                                                                 At September 30,
                                                     --------------------------------------------------------------------
                                                            1999                       1998                   1997
                                                      Book      % of              Book      % of        Book       % of
                                                      Value     Total            Value     Total        Value      Total
                                                     -------       ------       -------    ------     -------      ------
                                                                             (Dollars in Thousands)

<S>                                                  <C>           <C>        <C>           <C>       <C>          <C>
Investment securities:
  U.S. Government securities                         $  --             --%     $  1,994      7.66%     $ 3,965      15.17%

  Federal agency obligations                          17,998        63.83        13,495     51.84        8,999      34.42
  Municipal bonds
                                                         540         1.92           813      3.12          908       3.47
                                                     -------       ------       -------    ------     -------      ------
     Subtotal                                         18,538        65.75        16,302     62.62       13,872      53.06
FHLB stock                                             3,556        12.61         2,013      7.73        1,762       6.74
                                                     -------       ------       -------    ------     -------      ------
     Total investment securities                     $22,094        78.36       $18,315     70.35      $15,634      59.80
                                                     =======        =====       =======     =====      =======      =====
      and FHLB stock
Average remaining life of investment securities,     4.0 years                  3.0 years              1.9 years
  excluding FHLB stock and equity securities

Other interest-earning assets:
  Cash equivalents                                   $ 4,900        17.38%      $ 3,319     12.75%    $ 2,909       11.13%

  Certificates of deposit in other financial
    institutions                                       1,200         4.26         4,400     16.90       7,600       29.07
                                                     -------       ------       -------    ------     -------      ------
     Total investment portfolio                      $28,194       100.00%      $26,304    100.00%    $26,143      100.00%
                                                     =======       ======       =======    ======     =======      ======

</TABLE>
         The composition and maturities of the investment  securities portfolio,
excluding  FHLB stock and equity  securities,  are  indicated  in the  following
table.
<PAGE>
<TABLE>
<CAPTION>
                                                       At September 30, 1999
                              ---------------------------------------------------------------------------
                              Less Than    1 to 5      5 to 10       Over                 Total
                                1 Year      Years       Years       10 Years      Investment Securities
                              ----------  ----------  ----------   ----------     -----------------------
                              Book Value  Book Value  Book Value   Book Value     Book Value   Fair Value
                              ----------  ----------  ----------   ----------     ----------   ----------
                                                      (Dollars in Thousands)
<S>                             <C>         <C>         <C>         <C>            <C>         <C>
U.S. Government securities      $  --       $  --       $  --       $     --       $  --       $  --
Federal agency obligations          998      15,500       1,500           --        17,998      17,646
Municipal bonds                     105         435        --             --           540         540
                                -------     -------     -------     --------       -------     -------

Total investment securities     $ 1,103     $15,935     $ 1,500           --       $18,538     $18,186
                                =======     =======     =======     ========       =======     =======

Weighted average yield             6.20 %      5.83 %     6.83 %          --          5.95 %
</TABLE>

                                       25
<PAGE>
         Mortgage-Backed   Securities.   From  time  to  time,  the  Association
purchases mortgage-backed  securities to supplement residential loan production.
The type of securities purchased is based upon the Association's asset/liability
management   strategy  and  balance  sheet   objectives.   The  balance  of  all
mortgage-backed securities at September 30, 1999 was $5,000. The Company has not
and does not intend to invest in high-risk mortgage derivative  securities.  The
Company may determine to increase its investment in  mortgage-backed  securities
in order to supplement loan origination activity.

         While  mortgage-backed  securities  carry  a  reduced  credit  risk  as
compared  to whole  loans,  such  securities  remain  subject to the risk that a
fluctuating  interest  rate  environment,  along with other  factors such as the
geographic  distribution  of  the  underlying  mortgage  loans,  may  alter  the
prepayment rate of such mortgage loans and so affect both the prepayment  speed,
and value, of such securities.

         Effective  February  10,  1992,  the OTS adopted the Federal  Financial
Institutions  Examination Council "Statement of Policy on Securities Activities"
through  its  Thrift  Bulletin  52  (the  "Bulletin").   The  Bulletin  requires
depository  institutions  to  establish  prudent  policies  and  strategies  for
securities  transactions,  describes securities trading and sales practices that
are unsuitable when conducted in an investment  portfolio and sets forth certain
factors that must be  considered  when  evaluating  whether the  reporting of an
institution's  investments  is consistent  with its intent and ability to holder
such investments. The Bulletin also establishes a framework for identifying when
certain mortgage derivative products are high-risk mortgage securities that must
be reported in a "trading"  or "held for sale"  account.  Purchases of high-risk
mortgage  securities prior to the effective date of the Bulletin  generally will
be reviewed in accordance with previously-existing OTS supervisory policies. The
Association  believes  that it currently  holds and reports its  securities  and
loans in a manner  consistent with the Bulletin.  The Association  also holds no
assets which management  believes qualify as high-risk mortgage  securities,  as
defined in the Bulletin.

Sources of Funds

         General.  Deposit accounts have traditionally been the principal source
of the  Association's  funds for use in lending and for other  general  business
purposes.  In addition to  deposits,  the  Association  derives  funds from loan
repayments,  cash flows generated from  operations and FHLB advances.  Scheduled
loan payments are a relatively stable source of funds, while deposit inflows and
outflows  and the  related  cost of such  funds  have  varied.  The  Association
borrowed  $67.7  million from the FHLB of Des Moines and repaid $33.8 million of
maturing   advances   during  fiscal  1999  to   supplement   funding  for  loan
originations.

         Deposits. The Association offers a variety of accounts, including money
market accounts,  passbook savings accounts,  interest and  non-interest-bearing
NOW accounts and  certificates  of deposit  accounts.  Account terms vary,  with
principal differences being the minimum balance required,  the time period funds
must remain on deposit,  fixed versus  variable  interest rates and the interest
rate. Maturity terms,  service fees and withdrawal  penalties are established by
the

                                       26
<PAGE>
Association on a periodic basis.  Determinations of savings rates are predicated
on funding and liquidity  requirements,  U.S.  Treasury  rates,  competition and
established  Association  goals.  As  part  of  its  asset/liability  management
efforts, the Association has emphasized  long-term  certificates of deposit with
terms of up to ten years.  At September  30,  1999,  the  Association  had $19.8
million of certificates  of deposit with remaining  maturities in excess of five
years.

         The  Association's  deposits are obtained  primarily  from the areas in
which its branch offices are located,  and the Association  relies  primarily on
customer  service,  marketing  programs  and  long-standing  relationships  with
customers to attract and retain these deposits. Various types of advertising and
promotion to attract and retain deposit  accounts also are used. The Association
does  not  currently  solicit  or  currently  accept  brokered   deposits.   The
Association has been  competitive in the types of accounts and interest rates it
has offered on its deposit  products.  The  Association  intends to continue its
efforts to attract  deposits  as a primary  source of funds for  supporting  its
lending and investing activities.  The Association  advertises via radio, direct
mail and in local newspapers.

         The flow of deposits is influenced  significantly  by general  economic
conditions,   changes  in  money  market  and  prevailing   interest  rates  and
competition.  The variety of deposit  accounts  offered by the  Association  has
allowed it to be competitive in obtaining funds and to respond with  flexibility
to changes in consumer  demands.  The Association has become more susceptible to
short-term fluctuations in deposit flows, as customers have become more interest
rate conscious.  The Association  manages the pricing of its deposits in keeping
with its asset/liability management,  liquidity and growth objectives.  Based on
its  experience,  the  Association  believes  that its savings and  interest and
non-interest-bearing   checking   accounts  are  relatively  stable  sources  of
deposits.  However,  the  ability of the  Association  to attract  and  maintain
certificates of deposit, and the rates paid on these deposits, has been and will
continue to be significantly affected by market conditions.

         In setting rates,  Cameron Savings regularly evaluates (i) its internal
cost of funds,  (ii) the rates  offered  by  competing  institutions,  (iii) its
investment and lending  opportunities and (iv) its liquidity position.  In order
to decrease the volatility of its deposits, Cameron Savings imposes penalties on
early withdrawal on its certificates of deposit.


                                       27
<PAGE>
         The  following  table sets forth the savings  flows at the  Association
during the years indicated.
<TABLE>
<CAPTION>
                                                  Year Ended September 30,
                                            ------------------------------------
                                               1999          1998         1997
                                             --------      --------     --------
                                                    (Dollars in Thousands)
<S>                                           <C>           <C>          <C>
Opening balance                             $ 136,622     $ 128,771    $ 123,108
Deposits                                      197,923       126,953      116,808
Withdrawals                                   196,156       124,073      115,789
Interest credited                               5,348         4,971        4,644
                                             --------      --------     --------
Ending balance                               $143,737      $136,622     $128,771
                                             ========      ========     ========

Net increase                                 $  7,115      $  7,851     $  5,663
                                             ========      ========     ========

Percent increase                                  5.2%          6.1%         4.6%
                                             ========      ========     ========
</TABLE>
         The following table sets forth the dollar amount of savings deposits in
the various types of deposit  programs  offered by the  Association at the dates
indicated.
<TABLE>
<CAPTION>
                                                                                    At September 30,
                                                    ------------------------------------------------------------------------------
                                                             1999                         1998                       1997
                                                    -----------------------     ------------------------    ----------------------
                                                                    Percent                      Percent                   Percent
                                                    Amount         of Total       Amount        of Total     Amount       of Total
                                                    ------         --------       ------        --------     ------       --------
                                                                                 (Dollars in Thousands)
<S>                                                 <C>                <C>       <C>               <C>        <C>             <C>
Transactions and Savings Deposits:
Passbook accounts 3.25                              $  9,410           6.5%      $ 10,777          7.9%       12,022          9.3%
NOW accounts 0.00 - 3.00                              11,525           8.0          7,583          5.5         4,362          3.4
Money market accounts 3.00 - 4.89%                    12,637           8.8          8,971          6.6         5,871          4.6
                                                    --------         -----     ----------        -----    ----------        -----

Total non-certificates                                33,572          23.4         27,331         20.0        22,255         17.3
                                                    --------         -----     ----------        -----    ----------        -----
Certificates:
 2.00 -   3.99%                                            5            --              5           --             4           --
 4.00 -   5.99%                                       73,853          51.4         68,744         50.3        59,510         46.2
 6.00 -   7.99%                                       34,605          24.1         38,530         28.2        44,962         34.9
 8.00 -   9.99%                                        1,702           1.2          2,012          1.5         2,040          1.6
                                                    --------         -----     ----------        -----    ----------        -----

Total certificates                                   110,165          76.6        109,291         80.0       106,516         83.0
                                                    --------         -----     ----------        -----    ----------        -----

Total deposits                                      $143,737         100.0%    $  136,622        100.0%   $  128,771        100.0%
                                                    ========         =====     ==========        =====    ==========        =====
 </TABLE>
                                       28
<PAGE>
         The  following  table  shows  rate  and  maturity  information  for the
Association's certificates of deposit at September 30, 1999.
<TABLE>
<CAPTION>

Certificate accounts     2.00-        4.00-        5.00-         6.00-        7.00-        8.00%                    Percent
maturing in              3.99%        4.99%        5.99%         6.99%        7.99%     or greater     Total       of Total
quarter ending:          ----         -----        ----          ----         ----      ----------     -----       --------
                                                                        (Dollars in Thousands)
<S>                     <C>          <C>          <C>          <C>          <C>          <C>           <C>            <C>
December 31, 1999       $      5     $ 10,257     $  5,901     $    690     $     --     $    248      $17,101        15.52 %
March 31, 2000              --         12,985        4,084          228          456          398       18,151        16.48
June 30, 2000               --          6,746        3,788          263          810          254       11,861        10.77
September 30, 2000          --          1,242        8,316          533            1          217       10,309         9.36
December 31, 2000           --            723        2,550          635            9          154        4,071         3.70
March 31, 2001              --            357        4,703          377           19          151        5,607         5.09
June 30, 2001               --            141          869          345          162           47        1,564         1.42
September 30, 2001          --            579          703          910          130         --          2,322         2.11
December 31, 2001           --            579          433          363           80         --          1,455         1.32
March 31, 2002              --             69          600          935           27         --          1,631         1.48
June 30, 2002               --             33          350          905           23         --          1,311         1.19
September 30, 2002          --             58          680        1,210            5           25        1,978         1.80
Thereafter                  --            146        6,961       22,144        3,345          208       32,804        29.78
                        --------     --------     --------     --------     --------     --------     --------       ------
   Total                $      5     $ 33,915     $ 39,938     $ 29,538     $  5,067     $  1,702     $110,165       100.00 %
                        ========     ========     ========     ========     ========     ========     ========       ======

   Percent of total         0.00%       30.79%       36.25%       26.81%        4.60%        1.54%      100.00%

</TABLE>

                                       29
<PAGE>
         The  following  table   indicates  the  amount  of  the   Association's
certificates  of deposit and other deposits by time remaining  until maturity at
September 30, 1999.
<TABLE>
<CAPTION>
                                                                     Maturity
                                               ------------------------------------------------
                                                               Over         Over
                                               3 Months      3 to 6       6 to 12        Over
                                               or  Less       Months       Months     12 Months      Total
                                               --  ----       ------       ------     ---------      -----
                                                                  (Dollars In thousands)
<S>                                             <C>          <C>          <C>          <C>          <C>
Certificates of deposit less than $100,000      $ 14,724     $ 15,388     $ 18,504     $ 44,162     $ 92,778

Certificates of deposit of $100,000 or more        1,025        1,959        3,253        8,436       14,673

Public funds (1)                                   1,352          804          413          145        2,714

Total certificates of deposit                   $ 17,101     $ 18,151     $ 22,170     $ 52,742     $110,165
</TABLE>
------------
(1) Deposits from  governmental  and other public entities,  including  deposits
greater than $100,000.


         Borrowings.  The  Association has the ability to use advances from FHLB
of Des Moines to  supplement  its deposits  when the rates are  favorable.  As a
member of the FHLB of Des  Moines,  the  Association  is required to own capital
stock and is authorized to apply for advances.  Each FHLB credit program has its
own  interest  rate,  which may be fixed or  variable,  and  includes a range of
maturities.  The FHLB of Des Moines may prescribe the  acceptable  uses to which
these  advances may be put, as well as  limitations  on the size of the advances
and repayment provisions.

         The Association  borrowed $67.7 million under FHLB advances during 1999
to fund loan originations and meet short term cash needs. The Association repaid
$33.8  million  of  maturing  advances  during  1999.  Outstanding  balances  at
September 30, 1999 were $71.1 million.



                                       30
<PAGE>
         The  following  tables  set forth the  maximum  month-end  balance  and
average  balance of FHLB  advances  for the  periods  indicated,  as well as the
amount of such  advances and the  weighted  average  interest  rate at the dates
indicated.
<TABLE>
<CAPTION>
                                            Years Ended September 30,
                                       ---------------------------------
                                         1999         1998          1997
                                       -------      -------      -------
                                                (In Thousands)
<S>                                    <C>          <C>          <C>
Maximum Balance
     FHLB advances                     $71,101      $40,250      $35,250

Average Balance
     FHLB advances                      46,725      $37,250      $26,173

<CAPTION>
                                            Years Ended September 30,
                                       ---------------------------------
                                         1999         1998          1997
                                       -------      -------      -------
                                                (In Thousands)
<S>                                    <C>          <C>          <C>
FHLB advances                          $71,101      $37,250      $35,250
                                       =======      =======      =======

Weighted average interest rate            5.61%        5.88%        6.02%
</TABLE>

         During the last several years,  loan originations have exceeded savings
inflows,  loan repayments and cash provided by operations.  Prior to fiscal year
1996, the excess resulted in reductions in the investment  securities  portfolio
and the Association's total liquidity. See  "Regulation-Liquidity".  To maintain
liquidity above the required minimum,  it is anticipated that FHLB advances will
continue to supplement  projected  savings  inflows and loan  repayments to fund
continued loan demand.

Subsidiaries

         Federal  associations  generally may invest up to 2% of their assets in
service corporations, plus an additional 1% of assets for community purposes. In
addition,  federal  associations  may invest up to 50% of their total capital in
conforming  loans to their service  corporations in which they own more than 10%
of the capital stock. In addition,  federal associations are permitted to invest
an unlimited amount in operating subsidiaries engaged solely in activities which
a federal association may engage in directly.

         At September 30, 1999, Cameron Savings had one service corporation. The
Service  Corporation  was established in 1975 for the purpose of offering credit
life, disability and accident insurance to its customers. At September 30, 1999,
the Association's investment in the Service Corporation was $298,000.


                                       31
<PAGE>
                                   REGULATION

General

         Cameron Savings is a federally  chartered savings and loan association,
the  deposits  of which are  federally  insured and backed by the full faith and
credit of the United States Government.  Accordingly, Cameron Savings is subject
to broad  federal  regulation  and  oversight  extending to all its  operations.
Cameron  Savings is a member of the FHLB of Des Moines and is subject to certain
limited  regulation  by the Board of  Governors  of the Federal  Reserve  System
("Federal  Reserve  Board").  As the  savings  and loan  holding  company of the
Association,  the Company also is subject to federal  regulation  and oversight.
The purpose of the  regulation of the Company and other holding  companies is to
protect  subsidiary  savings  associations.  Cameron  Savings is a member of the
Savings Association  Insurance Fund ("SAIF") and the deposits of Cameron Savings
are  insured  by the FDIC.  As a result,  the FDIC has  certain  regulatory  and
examination authority over Cameron Savings.

         Certain of these regulatory requirements and restrictions are discussed
below or elsewhere in this document.

Federal Regulation of Savings Associations

         The  OTS  has  extensive  authority  over  the  operations  of  savings
associations.  As part of this  authority,  Cameron  Savings is required to file
periodic reports with the OTS and is subject to periodic examinations by the OTS
and the FDIC. The last regular OTS  examination  of Cameron  Savings and Cameron
Financial  Corp.  was as of  October  18,  1999.  When  these  examinations  are
conducted by the OTS and the FDIC, the examiners may require  Cameron Savings to
provide  for  higher  general  or  specific  loan  loss  reserves.  All  savings
associations  are subject to a  semi-annual  assessment,  based upon the savings
association's total assets, to fund the operations of the OTS. The Association's
OTS assessment for the fiscal year ended September 30, 1999, was $55,000.

         The OTS also  has  extensive  enforcement  authority  over all  savings
institutions  and  their  holding  companies,  including  associations  and  the
Company. This enforcement authority includes, among other things, the ability to
assess civil money penalties, to issue cease-and-desist or removal orders and to
initiate  injunctive  actions.  In  general,  these  enforcement  actions may be
initiated  for  violations  of  laws  and  regulations  and  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.

         In addition, the investment, lending and branching authority of Cameron
Savings is prescribed by federal laws and it is prohibited  from engaging in any
activities not permitted by such laws. For instance,  no savings institution may
invest in  non-investment  grade  corporate debt  securities.  In addition,  the
permissible  level of  investment  by federal  associations  in loans secured by


                                       32
<PAGE>
non-residential real property may not exceed 400% of total capital,  except with
approval of the OTS. Federal savings  associations are also generally authorized
to  branch  nationwide.   The  Association  is  in  compliance  with  the  noted
restrictions.

         The    Association's    general    permissible    lending   limit   for
loans-to-one-borrower  is equal to the greater of $500,000 or 15% of  unimpaired
capital  and  surplus  (except  for  loans  fully  secured  by  certain  readily
marketable  collateral,  in  which  case  this  limit  is  increased  to  25% of
unimpaired capital and surplus). At September 30, 1999, Cameron Savings' lending
limit under this restriction was $5.6 million.  The Association is in compliance
with the loans-to-one-borrower limit.

         The OTS, as well as the other  federal  banking  agencies,  has adopted
guidelines  establishing  safety and soundness standards on such matters as loan
underwriting and  documentation,  internal controls and audit systems,  interest
rate risk exposure and compensation and other employee benefits. Any institution
which fails to comply with these  standards  must submit a  compliance  plan.  A
failure to submit a plan or to comply  with an  approved  plan will  subject the
institution to further enforcement action. The OTS and the other federal banking
agencies have also adopted  additional  guidelines on asset quality and earnings
standards,  which are designed to enhance early identification and resolution of
problems and problem assets.

Insurance of Deposits

                  The FDIC is an  independent  federal  agency that  insures the
deposits,  up to prescribed  statutory limits, of depository  institutions.  The
FDIC currently  maintains two separate  insurance funds: the Bank Insurance Fund
and the  Savings  Association  Insurance  Fund.  As insurer of Cameron  Savings'
deposits,  the FDIC has examination,  supervisory and enforcement authority over
Cameron Savings.

         Cameron  Savings'  accounts  are  insured  by the  Savings  Association
Insurance  Fund to the maximum  extent  permitted by law.  Cameron  Savings pays
deposit insurance  premiums based on a risk-based  assessment system established
by the FDIC. Under applicable  regulations,  institutions are assigned to one of
three  capital  groups  that are based  solely on the level of an  institution's
capital -- "well capitalized,"  "adequately capitalized," and "undercapitalized"
-- which are  defined in the same  manner as the  regulations  establishing  the
prompt corrective action system, as discussed below. These three groups are then
divided  into  three  subgroups  which  reflect  varying  levels of  supervisory
concern,  from those  which are  considered  to be  healthy  to those  which are
considered  to be of  substantial  supervisory  concern.  The  matrix so created
results in nine assessment risk classifications, with rates that until September
30, 1996 ranged from 0.23% for well capitalized,  financially sound institutions
with only a few minor weaknesses to 0.31% for undercapitalized institutions that
pose a substantial risk of loss to the Savings Association Insurance Fund unless
effective corrective action is taken.

         Under the Deposit  Insurance  Funds Act, which was enacted on September
30, 1996, the FDIC imposed a special  assessment on each depository  institution
with Savings Association

                                       33
<PAGE>
Insurance  Fund-assessable  deposits which  resulted in the Savings  Association
Insurance  Fund achieving its designated  reserve ratio.  As a result,  the FDIC
reduced the assessment schedule for Savings Association  Insurance Fund members,
effective  January 1, 1997, to a range of 0% to 0.27%,  with most  institutions,
including  Cameron Savings,  paying 0%. This assessment  schedule is the same as
that for the Bank Insurance Fund, which reached its designated  reserve ratio in
1995. In addition,  since January 1, 1997,  Savings  Association  Insurance Fund
members  are charged an  assessment  of .065% of Savings  Association  Insurance
Fund-assessable  deposits  to pay  interest  on the  obligations  issued  by the
Financing  Corporation  in the 1980s to help fund the thrift  industry  cleanup.
Bank  Insurance  Fund-assessable  deposits will be charged an assessment to help
pay interest on the Financing Corporation bonds at a rate of approximately .013%
until the earlier of December  31, 1999 or the date upon which the last  savings
association  ceases to exist,  after which time the assessment  will be the same
for all insured deposits.

         The Deposit  Insurance Funds Act also contemplates the development of a
common  charter for all  federally  chartered  depository  institutions  and the
abolition  of  separate   charters  for  national  banks  and  federal   savings
associations.  It is not known  what form the common  charter  may take and what
effect,  if any,  the adoption of a new charter  would have on the  operation of
Cameron Savings.

         The FDIC may terminate the deposit insurance of any insured  depository
institution if it determines after a hearing that the institution has engaged or
is engaging in unsafe or unsound practices, is in an unsafe or unsound condition
to continue operations, or has violated any applicable law, regulation, order or
any condition imposed by an agreement with the FDIC. It also may suspend deposit
insurance  temporarily during the hearing process for the permanent  termination
of  insurance,  if the  institution  has no tangible  capital.  If  insurance of
accounts  is  terminated,  the  accounts  at  the  institution  at the  time  of
termination,  less  subsequent  withdrawals,  shall continue to be insured for a
period of six months to two years,  as  determined  by the FDIC.  Management  is
aware of no  existing  circumstances  that could  result in  termination  of the
deposit insurance of Cameron Savings.

Capital Requirements.

         The OTS capital regulations require savings  institutions to meet three
capital  standards:  a 1.5% tangible  capital  standard,  a 3.0% leverage  (core
capital)  standard,  and an 8.0% risk-based  capital  standard.  Core capital is
defined as common  stockholders'  equity (including retained earnings),  certain
noncumulative perpetual preferred stock and related surplus,  minority interests
in equity  accounts of consolidated  subsidiaries  less  intangibles  other than
certain   mortgage   servicing   rights  ("MSRs")  and  purchased   credit  card
relationships.  The OTS regulations require that, in meeting the tangible,  core
and risk-based capital standards, institutions generally must deduct investments
in and  loans to  subsidiaries  engaged  in  activities  not  permissible  for a
national bank. In addition, the OTS prompt corrective action regulation provides
that a savings  institution  that has a leverage capital ratio of less than 4.0%
(3.0% for institutions  receiving the highest CAMELS examination rating) will be
deemed to be "undercapitalized" and may be subject to certain restrictions.


                                       34
<PAGE>
         The risk-based capital standard for savings  institutions  requires the
maintenance of total capital (which is defined as core capital and supplementary
capital)  to  risk-weighted  assets  of  8.0%.  In  determining  the  amount  of
risk-weighted  assets,  assets and certain  off-balance  sheet  assets items are
multiplied  by a  risk-weight  of 0% to 100%,  as  assigned  by the OTS  capital
regulation  based on the risks OTS  believes  are inherent in the type of asset.
The components of core capital are equivalent to those  discussed  earlier under
the 3.0% leverage  standard.  The components of supplementary  capital currently
include  cumulative  preferred  stock,   long-term  perpetual  preferred  stock,
mandatory convertible  securities,  subordinated debt and intermediate preferred
stock and, within specified limits, the allowance for loan losses.  Overall, the
amount of supplementary  capital included as part of total capital cannot exceed
100% of core capital.

         The OTS has  incorporated  an  interest  rate risk  component  into its
regulatory  capital  rule.  Under the rule,  savings  associations  with  "above
normal"  interest rate risk exposure  would be subject to a deduction from total
capital for purposes of calculating  their risk-based  capital  requirements.  A
savings  association's  interest rate risk is measured by the decline in the net
portfolio  value of its  assets  (i.e.,  the  difference  between  incoming  and
outgoing  discounted cash flows from assets,  liabilities and off-balance  sheet
contracts)  that would result from a  hypothetical  200-basis  point increase or
decrease in market interest rates divided by the estimated economic value of the
association's  assets,  as calculated in accordance with guidelines set forth by
the OTS.  A savings  association  whose  measured  interest  rate risk  exposure
exceeds 2% must deduct an  interest  rate  component  in  calculating  its total
capital under the  risk-based  capital rule. The interest rate risk component is
an amount equal to one-half of the difference between the institution's measured
interest rate risk and 2%,  multiplied by the  estimated  economic  value of the
association's assets. That dollar amount is deducted from an association's total
capital in calculating compliance with its risk-based capital requirement. Under
the  rule,  there  is a  two  quarter  lag  between  the  reporting  date  of an
institution's  financial  data  and the  effective  date  for  the  new  capital
requirement  based on that data. A savings  association with assets of less than
$300 million and  risk-based  capital ratios in excess of 12% is exempt from the
interest rate risk component, unless the OTS determines otherwise. The rule also
provides  that the OTS may waive or defer an  association's  interest  rate risk
component  on a  case-by-case  basis.  Under  certain  circumstances,  a savings
association  may request an adjustment to its interest rate risk component if it
believes that the calculated interest rate risk component,  as calculated by the
OTS,  overstates  its  interest  rate  risk  exposure.   In  addition,   certain
"well-capitalized"  institutions  may  obtain  authorization  to use  their  own
interest rate risk model to calculate their interest rate risk component in lieu
of the amount as  calculated by the OTS. The OTS has postponed the date that the
component will first be deducted from an institution's total capital.

         At September 30, 1999, the  Association  had tangible  capital of $35.4
million, or 13.8% of adjusted total assets, which is approximately $31.6 million
above the minimum requirement of 1.5% of adjusted total assets in effect on that
date. At that date, Cameron Savings had core capital equal to $35.4 million,  or
13.8% of  adjusted  total  assets,  which is $25.1  million  above  the  minimum
leverage  ratio  requirement  of 4.0% as in effect on that  date.  At that date,
Cameron Savings had total risk-based  capital of $37.0 million  (including $35.4
million in core capital and $1.6 million in  qualifying  supplementary  capital)
and risk-weighted  assets of $170.5 million (including $7.3 million


                                       35
<PAGE>
in  converted   off-balance  sheet  assets);   or  total  capital  of  21.7%  of
risk-weighted  assets. This amount was $23.4 million above the 8% requirement in
effect on that date.

Prompt Corrective Regulatory Action

         Each federal banking agency is required to implement a system of prompt
corrective  action for  institutions  that it  regulates.  The  federal  banking
agencies have promulgated  substantially  similar  regulations to implement this
system of prompt corrective action. Under the regulations,  an institution shall
be deemed to be "well capitalized" if it has a total risk-based capital ratio of
10.0% or more,  has a Tier I  risk-based  capital  ratio of 6.0% or more,  has a
leverage  ratio  of 5.0% or more and is not  required  to meet  and  maintain  a
specific  capital level for any capital  measure;"adequately  capitalized" if it
has a total  risk-based  capital ratio of 8.0% or more,  has a Tier I risk-based
capital  ratio of 4.0% or more,  has a leverage  ratio of 4.0% or more,  or 3.0%
under  certain  circumstances,  and  does  not  meet  the  definition  of  "well
capitalized"; "undercapitalized" if it has a total risk-based capital ratio that
is less than 8.0%, has a Tier I risk-based  capital ratio that is less than 4.0%
or has a  leverage  ratio  that  is  less  than  4.0%,  or  3.0%  under  certain
circumstances;  "significantly  undercapitalized"  if it has a total  risk-based
capital ratio that is less than 6.0%, has a Tier I risk-based capital ratio that
is  less  than  3.0%  or has a  leverage  ratio  that is  less  than  3.0%;  and
"critically  undercapitalized"  if it has a ratio of  tangible  equity  to total
assets that is equal to or less than 2.0%.

         A federal  banking agency may,  after notice and an  opportunity  for a
hearing, reclassify a well capitalized institution as adequately capitalized and
may  require  an  adequately  capitalized  institution  or  an  undercapitalized
institution to comply with  supervisory  actions as if it were in the next lower
category if the institution is in an unsafe or unsound condition or has received
in its most recent examination,  and has not corrected, a less than satisfactory
rating for asset quality,  management,  earnings or liquidity.  The OTS may not,
however, reclassify a significantly  undercapitalized  institution as critically
undercapitalized.

         An institution  generally must file a written capital  restoration plan
that meets  specified  requirements,  as well as a performance  guaranty by each
company that controls the  institution,  with the  appropriate  federal  banking
agency  within 45 days of the date that the  institution  receives  notice or is
deemed   to   have   notice   that   it   is   undercapitalized,   significantly
undercapitalized  or  critically  undercapitalized.  Immediately  upon  becoming
undercapitalized,  an institution shall face various mandatory and discretionary
restrictions on its operations.

         At  September  30,  1999,  Cameron  Savings  was  categorized  as "well
capitalized"under the prompt corrective action regulations.

Standards for Safety and Soundness

         The  federal  banking  regulatory   agencies  have  adopted  regulatory
guidelines  for  all  insured  depository   institutions  relating  to  internal
controls,  information  systems and internal audit systems;  loan documentation;
credit underwriting;  interest rate risk exposure;  asset growth; asset quality;


                                       36
<PAGE>
earnings; and compensation, fees and benefits. The guidelines outline the safety
and soundness  standards that the federal  banking  agencies use to identify and
address  problems at insured  depository  institutions  before  capital  becomes
impaired.  If the OTS determines that Cameron Savings fails to meet any standard
prescribed by the  guidelines,  it may require  Cameron Savings to submit to the
agency  an  acceptable  plan  to  achieve  compliance  with  the  standard.  OTS
regulations  establish  deadlines  for the  submission  and review of safety and
soundness compliance plans.

Capital Distributions

         OTS regulations govern capital  distributions by savings  institutions,
which include cash dividends,  stock repurchases and other transactions  charged
to the capital account of a savings  institution to make capital  distributions.
Under new regulations  effective April 1, 1999, a savings  institution must file
an application  for OTS approval of the capital  distribution  if either (1) the
total capital  distributions for the applicable  calendar year exceed the sum of
the  institution's  net  income  for that  year to date  plus the  institution's
retained net income for the preceding two years,  (2) the institution  would not
be  at  least  adequately  capitalized  following  the  distribution,   (3)  the
distribution  would violate any  applicable  statute,  regulation,  agreement or
OTS-imposed  condition,  or (4) the  institution  is not eligible for  expedited
treatment of its filings. If an application is not required to be filed, savings
institutions  which are a subsidiary  of a holding  company,  as well as certain
other  institutions,  must  still  file a  notice  with the OTS at least 30 days
before  the  board of  directors  declares  a  dividend  or  approves  a capital
distribution.

Liquidity

         All savings  associations,  including Cameron Savings,  are required to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings  payable  in one  year or  less.  For a  discussion  of what the Bank
includes  in  liquid  assets,  see  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations  Liquidity and Capital Resources."
This liquid asset ratio  requirement  may vary from time to time (between 4% and
10%)  depending  upon  economic  conditions  and  savings  flows of all  savings
associations. At the present time, the minimum liquid asset ratio is 4%.

         Penalties  may be imposed upon  associations  for  violations of liquid
asset  ratio  requirement.  At  September  30,  1999,  Cameron  Savings  was  in
compliance with an overall liquid asset ratio of 11.9%.

Accounting

         An  OTS  policy  statement   applicable  to  all  savings  associations
clarifies  and  re-emphasizes  that  the  investment  activities  of  a  savings
association  must be in  compliance  with  approved  and  documented  investment
policies and strategies and must be accounted for in accordance with GAAP. Under
the  policy  statement,  management  must  support  its  classification  of  and
accounting for loans

                                       37
<PAGE>
and  securities  (i.e.,  whether  held for  investment,  sale or  trading)  with
appropriate  documentation.  Cameron Savings is in compliance with these amended
rules.

         The OTS has adopted an amendment to its accounting  regulations,  which
may be made more stringent than GAAP by the OTS, to require that transactions be
reported in a manner that best reflects their underlying  economic substance and
inherent risk and that financial  reports must  incorporate any other accounting
regulations or orders prescribed by the OTS.

Qualified Thrift Lender Test

         All savings associations are required to meet a qualified thrift lender
test to avoid certain  restrictions on their operations.  A savings  institution
that fails to become or remain a qualified thrift lender shall either convert to
a national bank charter or face the following  restrictions  on its  operations.
These  restrictions  are: the  association  may not make any new  investment  or
engage in  activities  that would not be  permissible  for national  banks;  the
association  may not  establish  any new branch  office  where a  national  bank
located in the savings institution's home state would not be able to establish a
branch office;  the association  shall be ineligible to obtain new advances from
any Federal  Home Loan Bank;  and the payment of  dividends  by the  association
shall be under  the  rules  regarding  the  statutory  and  regulatory  dividend
restrictions applicable to national banks. Also, beginning three years after the
date on which the savings  institution  ceases to be a qualified  thrift lender,
the savings  institution  would be prohibited  from  retaining any investment or
engaging  in any  activity  not  permissible  for a  national  bank and would be
required to repay any  outstanding  advances to any Federal  Home Loan Bank.  In
addition,  within one year of the date on which a savings association controlled
by a company ceases to be a qualified  thrift lender,  the company must register
as a bank  holding  company  and follow  the rules  applicable  to bank  holding
companies.  A savings  institution may requalify as a qualified thrift lender if
it thereafter complies with the test.

         Currently,  the  qualified  thrift  lender test requires that either an
institution  qualify  as a  domestic  building  and loan  association  under the
Internal Revenue Code or that 65% of an institution's "portfolio assets" consist
of certain  housing and  consumer-related  assets on a monthly  average basis in
nine out of every 12 months.  Assets that qualify without limit for inclusion as
part of the 65%  requirement are loans made to purchase,  refinance,  construct,
improve or repair domestic  residential housing and manufactured  housing;  home
equity  loans;  mortgage-backed  securities  where the  mortgages are secured by
domestic  residential  housing or manufactured  housing;  Federal Home Loan Bank
stock;  direct or indirect  obligations of the FDIC;  and loans for  educational
purposes,  loans to small  businesses  and loans made through  credit cards.  In
addition,  the following  assets,  among others,  may be included in meeting the
test based on an overall  limit of 20% of the  savings  institution's  portfolio
assets: 50% of residential  mortgage loans originated and sold within 90 days of
origination;  100% of consumer loans;  and stock issued by Freddie Mac or Fannie
Mae.  Portfolio  assets  consist of total  assets  minus the sum of goodwill and
other intangible assets, property used by the savings institution to conduct its
business,  and liquid assets up to 20% of the  institution's  total  assets.  At
September 30, 1999,  Cameron Savings was in compliance with the qualified thrift
lender test.


                                       38
<PAGE>
Community Reinvestment Act

         Savings  associations  are  required  to follow the  provisions  of the
Community  Reinvestment Act of 1977, which requires the appropriate federal bank
regulatory  agency,  in  connection  with its regular  examination  of a savings
association,  to assess the savings  association's  record in meeting the credit
needs of the community serviced by the savings  associations,  including low and
moderate income neighborhoods. The regulatory agency's assessment of the savings
association's record is made available to the public.  Further, an assessment is
required of any savings  associations which has applied,  among other things, to
establish a new branch  office that will accept  deposits,  relocate an existing
office or merge or  consolidate  with,  or  acquire  the  assets  or assume  the
liabilities of, a federally  regulated  financial  institution.  Cameron Savings
received a "satisfactory" rating as a result of its most recent examination.

Activities of Associations and Their Subsidiaries

         A savings association may establish operating subsidiaries to engage in
any activity that the savings association may conduct directly and may establish
service corporation  subsidiaries to engage in certain  pre-approved  activities
or,  with  approval  of the OTS,  other  activities  reasonably  related  to the
activities of financial institutions.  When a savings association establishes or
acquires a subsidiary or elects to conduct any new activity through a subsidiary
that the association controls,  the savings association must notify the FDIC and
the OTS 30 days in advance  and  provide  the  information  each  agency may, by
regulation,  require.  Savings  associations also must conduct the activities of
subsidiaries in accordance with existing regulations and orders.

         The OTS may determine that the continuation by a savings association of
its ownership  control of, or its relationship to, the subsidiary  constitutes a
serious risk to the safety,  soundness or  stability  of the  association  or is
inconsistent with sound banking practices.  Based upon that  determination,  the
FDIC or the OTS has the  authority  to order the savings  association  to divest
itself of control of the  subsidiary.  The FDIC also may determine by regulation
or order  that any  specific  activity  poses a serious  threat  to the  Savings
Association  Insurance  Fund. If so, it may require that no Savings  Association
Insurance Fund member engage in that activity directly.

Transactions with Affiliates

         Savings  associations  must  comply  with  Sections  23A and 23B of the
Federal Reserve Act relative to transactions  with affiliates in the same manner
and to the same  extent as if the  savings  association  were a Federal  Reserve
member bank. A savings and loan holding company,  its subsidiaries and any other
company under common control are considered affiliates of the subsidiary savings
association  under the Home Owners  Loan Act.  Generally,  Sections  23A and 23B
limit the extent to which the insured association or its subsidiaries may engage
in certain covered  transactions  with an affiliate to an amount equal to 10% of
the  institution's  capital  and  surplus  and place an  aggregate  limit on all
transactions  with  affiliates to an amount equal to 20% of capital and surplus,
and require that all  transactions  be on terms  substantially  the same,  or at
least as favorable to the

                                       39
<PAGE>
institution  or  subsidiary,   as  those  provided  to  a   non-affiliate.   The
term"covered  transaction" includes the making of loans, the purchase of assets,
the issuance of a guarantee and similar types of transactions.

         Any loan or extension of credit by Cameron Savings to an affiliate must
be secured by collateral in accordance with Section 23A.

         Three additional rules apply to savings associations.  First, a savings
association  may not make any loan or other  extension of credit to an affiliate
unless that affiliate is engaged only in activities permissible for bank holding
companies. Second, a savings association may not purchase or invest insecurities
issued by an affiliate,  other than securities of a subsidiary.  Third,  the OTS
may, for reasons of safety and soundness,  impose more stringent restrictions on
savings  associations but may not exempt  transactions from or otherwise abridge
Section 23A or 23B.  Exemptions  from  Section 23A or 23B may be granted only by
the Federal  Reserve,  as is currently the case with respect to all FDIC-insured
banks.

         Cameron  Savings'  authority to extend  credit to  executive  officers,
directors and 10% shareholders, as well as entities controlled by those persons,
is currently  governed by Sections  22(g) and 22(h) of the Federal  Reserve Act,
and Regulation O thereunder.  Among other things, these regulations require that
loans be made on terms and conditions substantially the same as those offered to
unaffiliated individuals and not involve more than the normal risk of repayment.
Regulation O also places  individual and aggregate limits on the amount of loans
Cameron  Savings may make to those persons based,  in part, on Cameron  Savings'
capital position, and requires certain board approval procedures to be followed.
The OTS regulations, with certain minor variances, apply Regulation O to savings
institutions.

Holding Company Regulation

         The Company is a unitary  savings and loan holding  company  subject to
regulatory  oversight  by the OTS. As such,  the Company 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 holding companies
and their  non-savings  association  subsidiaries  which also permits the OTS to
restrict or prohibit  activities that are determined to be a serious risk to the
subsidiary savings association.

         Federal  law and  regulation  generally  prohibit  a  savings  and loan
holding company,  without prior OTS approval, from acquiring more than 5% of the
voting  stock of any other  savings  association  or  savings  and loan  holding
company or  controlling  the assets  thereof.  They also  prohibit,  among other
things,  any director or officer of a savings and loan holding  company,  or any
individual  who owns or  controls  more  than 25% of the  voting  shares  of the
Company from acquiring control of any savings  association not a subsidiary of a
savings and loan holding company, unless the acquisition is approved by the OTS.


                                       40
<PAGE>
         Until  recently,  a unitary  savings and loan  holding  company was not
restricted  as to the types of  business  activities  in which it could  engage,
provided that its  subsidiary  savings  association  continued to be a qualified
thrift lender.  Recent legislation,  however,  restricts unitary saving and loan
holding  companies  not existing or applied for before May 4, 1999 to activities
permissible for a financial  holding  company as defined under the  legislation,
including  insurance  and  securities  activities,  and  those  permitted  for a
multiple  savings and loan holding company as described  below.  The Company has
certain  grandfather  rights under this  legislation.  Upon any  non-supervisory
acquisition  by  the  Company  of  another  savings  association  as a  separate
subsidiary, the Company would become a multiple savings and loan holding company
and would have  extensive  limitations  on the types of business  activities  in
which it could  engage.  The Home  Owner's Loan Act limits the  activities  of a
multiple  savings  and loan  holding  company  and its  non-insured  institution
subsidiaries  primarily to activities permissible for the bank holding companies
under  Section  4(c)(8) of the Bank  Holding  Company  Act,  provided  the prior
approval  of the  Office  of  Thrift  Supervision  is  obtained,  and  to  other
activities  authorized  by  Office of Thrift  Supervision  regulation.  Multiple
savings and loan holding  companies are generally  prohibited  from acquiring or
retaining more than 5% of a  non-subsidiary  company engaged in activities other
than those permitted by the Home Owners. Loan Act.

         The activities  authorized by the Federal  Reserve Board as permissible
for bank  holding  companies  also  must be  approved  by the OTS prior to being
engaged in by a multiple savings and loan holding company.

         If Cameron  Savings  fails the QTL test,  the  Company  must obtain the
approval of the OTS prior to continuing after such failure,  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 Company  must  register as, and will 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. See "--Qualified Thrift Lender Test."

Federal Securities Law

         The stock of the Company is registered with the Securities and Exchange
Commission  ("SEC") under the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"). The Company is subject to the information,  proxy solicitation,
insider  trading  restrictions  and  other  requirements  of the SEC  under  the
Exchange Act.

         Company stock held by persons who are affiliates  (generally  officers,
directors and principal  stockholders)  of the Company may not be resold without
registration or unless sold in accordance with certain resale  restrictions.  If
the Company  meets  specified  current  public  information  requirements,  each
affiliate  of the  Company  is  able  to  sell  in the  public  market,  without
registration, a limited number of shares in any three-month period.


                                       41
<PAGE>
Federal Reserve System

         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 Super NOW checking accounts).
At September  30, 1999,  Cameron  Savings 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."

         Savings  associations are authorized to borrow from the Federal Reserve
Bank  "discount   window,"  but  Federal  Reserve  Board   regulations   require
associations to exhaust other reasonable alternative sources of funds, including
FHLB borrowings, before borrowing from the Federal Reserve Bank.

Federal Home Loan Bank System

         Cameron Savings is a member of the FHLB of Des Moines,  which is one of
12 regional  FHLBs,  that  administers  the home  financing  credit  function of
savings  associations.  Each FHLB  serves as a reserve or  central  bank for its
members within its assigned region. It is funded primarily from proceeds derived
from the sale of consolidated  obligations of the FHLB System. It makes loans to
members (i.e., advances) in accordance with policies and procedures, established
by the board of directors of the FHLB, which are subject to the oversight of the
Federal  Housing  Finance  Board.  All advances from the FHLB are required to be
fully secured by  sufficient  collateral as determined by the FHLB. In addition,
all  long-term  advances  are  required to provide  funds for  residential  home
financing.

         As a member, Cameron Savings is required to purchase and maintain stock
in the FHLB of Des Moines.  At  September  30,  1999,  Cameron  Savings had $3.6
million in FHLB stock,  which was in compliance with this  requirement.  In past
years,  Cameron  Savings has received  substantial  dividends on its FHLB stock.
Over the past five fiscal  years such  dividends  have  averaged  6.94% and were
6.34% for fiscal year 1999.

         Under  federal  law the FHLBs are  required  to  provide  funds for the
resolution  of  troubled  savings  associations  and to  contribute  to low- and
moderately priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate-income  housing
projects.  These  contributions  have  affected  adversely  the  level  of  FHLB
dividends  paid and could continue to do so in the future.  These  contributions
could also have an adverse  effect on the value of FHLB stock in the  future.  A
reduction in value of Cameron  Savings' FHLB stock may result in a corresponding
reduction in Cameron Savings' capital.

         For the year ended  September 30, 1999,  dividends  paid by the FHLB of
Des Moines to the Association totaled $153,000, compared to $130,000 received in
fiscal year 1998.


                                       42
<PAGE>
Federal Taxation

         General.  The  Company and the  Association  report  their  income on a
fiscal  year basis  using the accrual  method of  accounting  and are subject to
federal  income  taxation  in the same  manner as other  corporations  with some
exceptions,  including  particularly  the  Association's  reserve  for bad debts
discussed below.  The following  discussion of tax matters is intended only as a
summary and does not purport to be a comprehensive  description of the tax rules
applicable to the Association or the Company.

         Bad  Debt  Reserve.  Historically,  savings  institutions  such  as the
Association  which met certain  definitional  tests  primarily  related to their
assets and the nature of their business  ("qualifying thrift") were permitted to
establish a reserve for bad debts and to make annual  additions  thereto,  which
may have been deducted in arriving at their taxable  income.  The  Association's
deductions with respect to "qualifying real property loans," which are generally
loans  secured by certain  interest in real  property,  were  computed  using an
amount based on the Association's actual loss experience,  or a percentage equal
to 8% of the Association's  taxable income,  computed with certain modifications
and  reduced  by the amount of any  permitted  additions  to the  non-qualifying
reserve.  Due to the Association's  loss experience,  the Association  generally
recognized a bad debt deduction equal to 8% of taxable income.

         In August 1996,  the  provisions  repealing the current thrift bad debt
rules were passed by Congress. The new rules eliminated the 8% of taxable income
method for deducting  additions to the tax bad debt reserves for all thrifts for
tax years beginning  after December 31, 1995.  These rules also require that all
institutions  recapture all or a portion of their bad debt reserves  added since
the base year (last  taxable  year  beginning  before  January 1,  1988).  As of
September 30, 1999, the Association's bad debt reserve subject to recapture over
a  six  year  period  totaled  approximately   $240,000.   The  Association  has
established  a  deferred  tax  liability  of  approximately   $82,000  for  this
recapture.   For  taxable  years   beginning   after   December  31,  1995,  the
Association's  bad debt deduction will be determined under the experience method
using a formula based on actual bad debt  experience  over a period of years or,
if the Association is a "large"  association  (assets in excess of $500 million)
on the basis of net charge-offs  during the taxable year. The unrecaptured  base
year  reserves  will not be  subject  to  recapture  as long as the  institution
continues to carry on the business of banking.  In addition,  the balance of the
pre-1988 bad debt  reserves  continue to be subject to provisions of present law
referred  to  below  that  require  recapture  in the  case  of  certain  excess
distributions to shareholders.

         Distributions.  To the extent that the Association  makes  "nondividend
distributions" to the Company,  such  distributions will be considered to result
in  distributions  from the balance of its bad debt  reserve as of December  31,
1987 (or a lesser amount if the  Association's  loan portfolio  decreased  since
December  31, 1987) and then from the  supplemental  reserve for losses on loans
("Excess  Distributions"),  and an amount based on the Excess Distributions will
be included  in the  Association's  taxable  income.  Nondividend  distributions
include  distributions  in excess of the  Association's  current and accumulated
earnings and profits,  distributions in redemption of stock and

                                       43
<PAGE>
distributions in partial or complete liquidation.  However, dividend paid out of
the Association's current or accumulated earnings and profits, as calculated for
federal income tax purposes,  will not be considered to result in a distribution
from the Association's bad debt reserve. The amount of additional taxable income
created from an Excess  Distribution  is an amount that, when reduced by the tax
attributable to the income, is equal to the amount of the distribution. Thus, if
the Association makes a "nondividend  distribution,"  then approximately one and
one-half the times the Excess  Distribution  would be includable in gross income
for  federal  income  tax  purposes,  assuming a 34%  corporate  income tax rate
(exclusive of state and local taxes).  The Association does not presently intend
to pay  dividends  that wold result in a recapture of any portion of its tax bad
debt reserve.

         Corporate   Alternative   Minimum  Tax.  The  Code  imposes  a  tax  on
alternative  minimum taxable income ("AMTI") at a rate of 20%. The excess of the
tax bad debt reserve  deduction  using the  percentage of taxable  income method
over the deduction that would have been allowable under the experience method is
treated as a preference  item for purposes of computing  the AMTI.  In addition,
only  90% of AMTI  can be  offset  by net  operating  loss  carryovers.  AMTI is
increased  by an amount  equal to 75% of the  amount by which the  Association's
adjusted current  earnings  exceeds its AMTI (determined  without regard to this
preference and prior to reduction for net operating  losses).  For taxable years
beginning after December 31, 1986, and before January 1, 1996, an  environmental
tax of 0.12% of the excess of AMTI (with certain modification) over $2.0 million
is  imposed  on  corporations,  including  the  Association,  whether  or not an
Alternative Minimum Tax is paid.

         Dividends-Received  Deduction.  The Company may exclude form its income
100% of  dividends  received  from  the  Association  as a  member  of the  same
affiliated group of corporations.  The corporate dividends-received deduction is
generally 70% in the case of dividends  received from unaffiliated  corporations
with which the  Company and the  Association  will not file a  consolidated  tax
return,  except that if the Company or the Association owns more than 20% of the
stock of a  corporation  distributing  a  dividend,  then  80% of any  dividends
received may be deducted.

         Audits.  The  Association's  federal  income tax returns  have not been
audited within the past five years.

         Missouri  Taxation.  The State of Missouri has a corporate  income tax;
however,  savings and loan institutions are exempt from such tax. Missouri-based
thrift institutions, such as the Association, are subject to a special financial
institutions  tax,  based on net income  without  regard to net  operating  loss
carryforwards,  at the  rate of 7% of net  income  as  defined  in the  Missouri
statutes.  This tax is a prospective  tax for the  privilege of the  Association
exercising its corporate franchise within the state, based on its net income for
the  preceding  year.  The tax is in lieu of all other  state  taxes on thrifts,
except taxes on real estate,  tangible  personal  property owned by the taxpayer
and held for lease or rental to others, certain payroll taxes, and sales and use
taxes.

         Delaware  Taxation.  As a  Delaware  holding  company,  the  Company is
exempted  from Delaware  corporate  income tax but is required to file an annual
report with and pay an annual fee

                                       44
<PAGE>
to the State of Delaware. The Company is also subject to an annual franchise tax
imposed by the State of Delaware.

Competition

         Savings   institutions   generally  face  strong  competition  both  in
originating  real  estate  loans  and in  attracting  deposits.  Competition  in
originating  loans comes primarily from other savings  institutions,  commercial
banks and mortgage bankers who also make loans secured by real estate located in
the Association's market area. The Association competes for loans principally on
the basis of the interest rates and loan fees it charges,  the types of loans it
originates and the quality of services it provides to borrowers.

         The Association  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 Association to attract and retain deposits depends on its ability
to  provide  an  investment  opportunity  that  satisfies  the  requirements  of
investors as to rate of return, liquidity,  risk, convenient locations and other
factors.  The  Association  competes for these deposits by offering a variety of
deposit  accounts  at  competitive  rates,   convenient  business  hours  and  a
customer-oriented staff.

Employees

         At September 30, 1999, the  Association  and its subsidiary had a total
of 67 full-time employees and 6 part-time  employees.  None of the Association's
employees is represented by any collective bargaining group.
Management considers its employee relations to be good.

Executive Officers of the Company and the Association who are not Directors

         Ronald W. Hill.  Mr. Hill,  age 50, is the Vice President and Treasurer
of  Cameron   Savings,   responsible  for  the  supervision  of  the  accounting
department,   reporting  to  the  regulatory   authorities,   and  managing  the
Association's  liquidity  position.  Mr. Hill joined the  Association in 1981 as
Controller and was promoted to his current position in 1988.

         Stephen  Hayward.  Mr.  Hayward,  age 37, is the Branch  Manager of the
office in Liberty,  Missouri.  Mr.  Hayward  joined the  Association  in 1991 as
Internal Auditor and Compliance Officer.  Prior to joining the Association,  Mr.
Hayward  was a Manager  with the  accounting  firm of KPMG Peat  Marwick  LLP in
Kansas City, Missouri.

         Earl  Frazier.  Mr.  Frazier,  age 64,  was  the  manager  of the  loan
production  office in  Liberty,  Missouri.  In that  capacity,  Mr.  Frazier was
responsible for overseeing the lending operations,  including the origination of
construction  and land loans.  Mr. Frazier  joined the  Association in 1981 as a
loan officer.  Prior to joining the  Association,  Mr. Frazier was a real estate
agent and, prior thereto,  a residential home builder.  Mr. Frazier retired from
the Association effective January 31, 1999.


                                       45
<PAGE>
Item 2.  Description of Property
         -----------------------

         The  Association  operates  from  four  full-service  facilities.   The
following  table sets forth certain  information  with respect to the offices of
the Association and its subsidiary at September 30, 1999.
<TABLE>
<CAPTION>
                                                             Approximate      Net Book Value as
                               Date                            Square         of September 30,
    Location                 Acquired         Title            Footage                 1999
    --------                 --------         -----            -------                 ----
<S>                            <C>       <C>                   <C>               <C>
Main Office                    1993           Owned            25,942            $4,126,000
1304 North Walnut Street
Cameron, MO

Branch Offices
115 East Fourth Street         1994           Leased            1,311               7,000
Maryville, MO                             (expires 2003)

702 State Street               1992           Leased             900                3,000
Mound City, MO                               (expires
                                             2000)(1)

1580 A Highway                 1997           Owned             7700              1,136,000
Liberty, MO

Additional Property
309 North Main Street          1997           Owned             4,040              49,000
Cameron, MO (2)

</TABLE>
----------------
(1) Subject to option to extend for three years.
(2) This  property is  currently  leased to a third party  through  December 31,
    1999.

     The Association's  accounting and record-keeping  activities are maintained
in house with a client-server, PC based system.

Item 3.  Legal Proceedings
         -----------------

     The Company is involved as plaintiff or defendant in various  legal actions
arising in the normal  course of business.  While the ultimate  outcome of these
proceedings cannot be predicted with certainty, it is the opinion of management,
after  consultation  with counsel  representing  the Company in the proceedings,
that the resolution of these  proceedings  should not have a material  effect on
the Company's financial statements.

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

     No  matter  was  submitted  to a vote  of  security  holders,  through  the
solicitation  of proxies or otherwise,  during the quarter  ended  September 30,
1999.

                                       46
<PAGE>
                                     PART II
                                     -------

Item 5.  Market for the Registrant's Common Stock and Related Security Holder
         --------------------------------------------------------------------
         Matters
         -------

     Page 43 of the  attached  1999  Annual  Report  to  Shareholders  is herein
incorporated by reference.

Item 6.  Selected Financial Data
         -----------------------

     Pages 3 to 4 of the attached 1999 Annual Report to Shareholders  are herein
incorporated by reference.

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

     Pages 5 through 17 of the attached 1999 Annual Report to  Shareholders  are
herein incorporated by reference.

Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------

     Pages 18 through 42 of the attached 1999 Annual Report to Shareholders  are
herein incorporated by reference.

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

     There has been no Current  Report on Form 8-K filed  within 24 months prior
to the  date of the most  recent  financial  statements  reporting  a change  of
accountants and/or reporting disagreements on any matter of accounting principle
or financial statement disclosure.

                                    PART III
                                    --------

Item 10. Directors and Executive Officers of the Registrant
         --------------------------------------------------

     Information  concerning  Directors of the Registrant is incorporated herein
by reference from the  Corporation's  definitive  Proxy Statement for the Annual
Meeting of  Shareholders  scheduled to be held on January 24,  2000,  except for
information  contained under the heading "Report of the Compensation  Committee"
and  "Comparative  Stock  Performance  Graph", a copy of which will be filed not
later than 120 days after the close of the fiscal year.

Item 11. Executive Compensation
         ----------------------

     Information  concerning  executive  compensation is incorporated  herein by
reference  from the  Corporation's  definitive  Proxy  Statement  for the Annual
Meeting of  Shareholders  scheduled to be held on January 24,  2000,  except for
information  contained under the heading "Report of the Compensation

                                       47
<PAGE>
Committee" and "Comparative  Stock  Performance  Graph", a copy of which will be
filed not later than 120 days after the close of the fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

     Information  concerning security ownership of certain beneficial owners and
management is incorporated herein by reference from the Corporation's definitive
Proxy Statement for the Annual Meeting of  Shareholders  scheduled to be held on
January 24, 2000, except for information  contained under the heading "Report of
the Compensation Committee" and "Comparative Stock Performance Graph", a copy of
which will be filed not later than 120 days after the close of the fiscal year.

Item 13. Certain Relationships and Related Transactions
         ----------------------------------------------

     Information   concerning   certain   relationships   and   transactions  is
incorporated  herein  by  reference  from  the  Corporation's  definitive  Proxy
Statement for the Annual Meeting of Shareholders scheduled to be held on January
24, 2000,  except for  information  contained  under the heading  "Report of the
Compensation  Committee" and "Comparative  Stock  Performance  Graph", a copy of
which will be filed not later than 120 days after the close of the fiscal year.


                                       48
<PAGE>
                                     PART IV
                                     -------

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

     (a) (1)  Financial Statements:
     ------------------------------

     The following  information  appearing in the Registrant's  Annual Report to
Shareholders for the year ended September 30, 1999, is incorporated by reference
in this Form 10-K Annual Report as Exhibit 13.

                                                                       Pages in
                                                                         Annual
                Annual Report Section                                   Report
                ---------------------                                   ------

 Report of Independent Auditors                                           18

 Consolidated Balance Sheets at September 30, 1999 and 1998               19

 Consolidated Statements of Earnings for the Years ended
 September 30, 1999, 1998 and 1997                                        20


 Consolidated Statements of Stockholders' Equity for the Years ended      21
   September 30, 1999, 1998 and 1997

 Consolidated Statements of Cash Flows for the Years ended September
   30, 1999,  1998 and 1997                                              22-23


 Notes to Consolidated Financial Statements                              24-42



     (a) (2)  Financial Statement Schedules:
     ---------------------------------------

    All financial  statement  schedules have been omitted as the  information is
not required under the related instructions or is inapplicable.

                                       49
<PAGE>
    (a) (3)  Exhibits:
    ------------------
                                                                  Reference to
       Regulation                                                Prior Filing or
      S-K Exhibit                                                 Exhibit Number
         Number                     Document                     Attached Hereto
         ------                     --------                     ---------------

           2      Plan of acquisition, reorganization,                 None
                  arrangement, liquidation or succession

          3.1     Certificate of Incorporation                          *

          3.2     Bylaws                                               ***

           4      Instruments defining the rights of                    *
                  security holders, including indentures

           9      Voting trust agreement                               None

          10.1    Severance Agreements of David G. Just and             *
                  Ronald Hill

          10.2    Employee Stock Ownership Plan                         *

          10.3    1995 Stock Option and Incentive Plan                  **

          10.4    Recognition and Retention Plan                        **

          10.5    Deferred Fee Agreement                                *

          10.6    Director Emeritus Agreement                           *

          10.7    Severance Agreement of Stephen D. Hayward            ****

           11     Statement re: computation of per                     None
                    share earnings

           12     Statement re: computation or ratios              Not required

           13     Annual Report to Security Holders                     13

           16     Letter re: change in certifying                      None
                    accountant

           18     Letter re: change in accounting                      None
                             principles

                                       50
<PAGE>
                                                                  Reference to
       Regulation                                                Prior Filing or
      S-K Exhibit                                                 Exhibit Number
         Number                     Document                     Attached Hereto
         ------                     --------                     ---------------
           21     Subsidiaries of Registrant                            21

           22     Published report regarding matters                   None
                  submitted to vote of security holders

           23     Consent of experts and counsel                        23

           24     Power of Attorney                                Not Required

           27     Financial Data Schedule                               27

           28     Information from reports furnished to                None
                  State insurance regulatory authorities

           99     Additional exhibits                                  None

-------------------

         * Filed on December 23, 1994, as exhibits to the Registrant's  Form S-1
registration statement  (Registration No. 33-87900),  pursuant to the Securities
Act of 1933.  All of such  previously  filed  documents are hereby  incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
         ** Filed December 27, 1995, as exhibits to the  Registrant's  Form 10-K
Annual  Report  for the  fiscal  year  ended  September  30,  1995.  All of such
previously  filed  documents  are hereby  incorporated  herein by  reference  in
accordance with Item 601 of Regulation S-K.
         *** Filed December 29, 1997, as exhibits to the Registrant's  Form 10-K
Annual  Report for the fiscal year ended  September  30, 1997.  Such  previously
filed  document is hereby  incorporated  herein by reference in accordance  with
Item 601 of Regulation S-K.
         **** Filed December 29, 1998, as exhibits to the Registrant's Form 10-K
Annual  Report for the fiscal year ended  September  30, 1998.  Such  previously
filed  document is hereby  incorporated  herein by reference in accordance  with
Item 601 of Regulation S-K.

    (b) Reports on Form 8-K:
    ------------------------

    No current reports on Form 8-K were filed by the Company during the three
months ended September 30, 1999.


                                       51

<PAGE>
                                   SIGNATURES
                                   ----------


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

         CAMERON FINANCIAL CORPORATION



Date: December 27, 1999                                 By: /s/David G. Just
      -----------------                                     ----------------
                                                            David G. Just
                                                            (Duly Authorized
                                                            Representative)


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


By: /s/David G. Just                       By: /s/Dennis E. Marshall
    ----------------                           ---------------------
    David G. Just, President                   Dennis E. Marshall
    Chief Executive Officer and Director       Director


Date: December 27, 1999                    Date: December 27, 1999
      -----------------                          -----------------



By: /s/Kennith R. Baker                    By: /s/ William J. Heavner
    -------------------                        ----------------------
    Kennith R. Baker, Secretary and            William J. Heavner, Director
    Director


Date: December 27, 1999                    Date: December 27, 1999
      -----------------                          -----------------



By: /s/Harold D. Lee                       By: /s/William F. Barker
    ----------------                           --------------------
    Harold D. Lee, Director                    William F. Barker, Director


Date: December 27, 1999                    Date: December 27, 1999
      -----------------                          -----------------


<PAGE>

By: /s/Jon N. Crouch                       By: /s/Ronald W. Hill
    ----------------                           -----------------
    Jon N. Crouch, Director                    Ronald W. Hill, Vice President,
                                               Treasurer, and Chief Financial
                                               Officer (Principal Financial and
                                               Accounting Officer)

Date: December 27, 1999                    Date: December 27, 1999
      -----------------                          -----------------