SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

                                   FORM 10-KSB

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

        For the fiscal year ended September 30, 2000

                                       OR

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

         Commission File Number:  0-25814

                               NS&L BANCORP, INC.
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Missouri                                           43-1709446
--------------------------------------------------      ------------------------
(State or other jurisdiction of incorporation            (I.R.S. Employer
 or organization)                                        Identification No.)

111 East Main Street, Neosho, Missouri                          64850
------------------------------------------                 --------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (417) 451-0429
                                                    --------------

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 $0.01 per share
                     ---------------------------------------
                                (Title of Class)

        Check  whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. YES x NO

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

        The  registrant's  revenues for the fiscal year ended September 30, 2000
were $5,329,000.

        As of  December  15,  2000,  there were issued and  outstanding  661,882
shares of the registrant's Common Stock, which are listed on the Nasdaq SmallCap
Market under the symbol "NSLB." Based on the average of the bid and asked prices
for the Common  Stock on December 15, 2000,  the  aggregate  value of the Common
Stock  outstanding  held  by  nonaffiliates  of the  registrant  was  $6,825,658
(661,882  shares at $10.3125  per  share).  For  purposes  of this  calculation,
officers and directors of the registrant are considered nonaffiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.  Portions  of  Annual  Report  to  Stockholders  for the  Fiscal  Year  Ended
    September 30, 2000 (Parts I and II)

2.  Portions of Proxy  Statement  for the 2001 Annual  Meeting of  Stockholders.
    (Part III)

Transitional Small Business Disclosure Format (check one)   Yes [   ]   No [ X ]



<PAGE>



                                     PART I

Item 1. Description of Business

General

         NS&L Bancorp, Inc. ("NS&L Bancorp" or the "Corporation") is the holding
company for Neosho Savings and Loan  Association,  F.A. ("Neosho Savings" or the
"Association").  NS&L Bancorp has not engaged in any significant  activity other
than holding the stock of Neosho Savings. Accordingly, the information set forth
in this  report,  including  financial  statements  and  related  data,  relates
primarily to Neosho Savings and its subsidiary.

         Neosho Savings, founded in 1884, is a federally chartered stock savings
and loan association,  located in Neosho, Missouri. The Association is regulated
by the Office of Thrift  Supervision (the "OTS"), its primary federal regulator,
and the Federal Deposit Insurance  Corporation (the "FDIC"),  the insurer of its
deposits.  The  Association's  deposits  are insured by the Savings  Association
Insurance Fund (the "SAIF").  The  Association  has been a member of the Federal
Home Loan Bank (the "FHLB")  System since 1956.  The  Association is a community
oriented  financial  institution  that is engaged  primarily  in the business of
attracting  deposits from the general  public and using these funds to originate
one- to four-family  residential mortgage loans within the Association's lending
market area.  The  Association  also  originates  mortgage loans for sale in the
secondary  market by  itself as well as  through  its  wholly-owned  subsidiary,
Crawford Mortgage, Inc.

Market Area and Competition

         Neosho,  Missouri is located in Newton  County  approximately  20 miles
southeast  of  Joplin,  Missouri  in  the  Southwest  corner  of  Missouri.  The
Association  focuses  primarily on serving  customers  located in Newton County,
Missouri  and, to a lesser  extent,  on  customers  in  surrounding  counties in
southwest Missouri (McDonald, Jasper, Barry and Lawrence counties). According to
the 1990 census,  Newton County had a population of  approximately  44,500.  The
primary industry in Newton County is light manufacturing. Major employers in the
Association's  market area include La-Z Boy Midwest,  a furniture  manufacturer,
Sunbeam Outdoor  Products,  a manufacturer of outdoor grills and other products,
and Talbot Industries, Inc., a wire processor.

         The  Association  operates  in a  highly  competitive  market  for  the
attraction of savings deposits (its primary source of lendable funds) and in the
origination  of loans.  Its most direct  competition  for savings  deposits  has
historically  come from other  thrift  institutions  and from  commercial  banks
located in its lending  market  area.  As of September  30, 2000,  there was one
other thrift  institution  and six commercial  banks in Neosho.  Particularly in
times of high interest rates, the Association has faced  additional  significant
competition  for investors'  funds from short-term  money market  securities and
other corporate and government  securities.  The  Association's  competition for
loans comes  principally from other thrift  institutions  and commercial  banks.
Such  competition  for  deposits  and the  origination  of loans  may  limit the
Association's  growth in the future.  In addition,  the small  population of the
Association's market area may restrict the future growth of the Association.

Operating Strategy

         The business of the  Association  consists  principally  of  attracting
deposits  from the  general  public and using such  deposits  to  originate  and
purchase mortgage loans secured primarily by one- to four-family residences. The
Association  also  invests  in  U.S.   Government  and  agency   securities  and
mortgage-backed securities. The Association plans to continue to fund its assets
with  deposits,  although FHLB advances will be utilized when  appropriate.  The
Association's  profitability depends primarily on its net interest income, which
is the  difference  between the income it receives on its loan,  investment  and
mortgage-backed and related securities portfolios,  and its cost of funds, which
consists of interest paid on deposits and FHLB advances.  Net interest income is
also  affected  by  the  relative   amounts  of   interest-earning   assets  and
interest-bearing  liabilities.  When  interest-earning  assets  equal or  exceed
interest-bearing  liabilities,  any positive  interest rate spread will generate
net interest income.

                                        1


<PAGE>


         The Association's  profitability is also affected by the level of other
income and expenses. Other income consists of service charges and fees, gains on
sales of loans and loan late charges.  Other expenses  consists of  compensation
and employee benefits,  occupancy expenses, deposit insurance premiums and other
operating costs. The Association's  results of operations are also significantly
affected by general economic and competitive conditions, particularly changes in
market interest rates,  government  legislation and policies concerning monetary
and fiscal affairs, housing and financial institutions and the attendant actions
of the regulatory authorities.

Asset and Liability Management

         The Association's principal financial objective is to achieve long-term
profitability  while reducing its exposure to fluctuating  interest  rates.  The
Association  has sought to reduce  exposure of its earnings to changes in market
interest rates by managing the mismatch  between asset and liability  maturities
and interest  rates.  The principal  element in achieving  this  objective is to
increase  the  interest-rate   sensitivity  of  the   Association's   assets  by
originating  loans with interest rates subject to periodic  adjustment to market
conditions.  Accordingly,  when  possible,  the  Association  has emphasized the
origination  of  adjustable-rate  mortgage  ("ARM")  loans for  retention in its
portfolio.  In addition,  the Association maintains an investment portfolio with
laddered maturities in shorter-term securities. The Association relies on retail
deposits as its primary source of funds.  Management  believes retail  deposits,
compared to brokered deposits,  reduce the effects of interest rate fluctuations
because they generally  represent a more stable source of funds.  As part of its
interest rate risk management  strategy,  the Association  promotes  transaction
accounts and one- to three-year certificates of deposit.

         The Association uses interest rate sensitivity  analysis to measure its
interest rate risk by computing  changes in net  portfolio  value ("NPV") of its
cash flows from assets,  liabilities and off-balance sheet items in the event of
a range of assumed changes in market  interest rates.  NPV represents the market
value of  portfolio  equity and is equal to the market value of assets minus the
market value of liabilities,  with adjustments made for off-balance sheet items.
This analysis assesses the risk of loss in market risk sensitive  instruments in
the event of a sudden and sustained 100 to 400 basis point  increase or decrease
in market interest rates with no effect given to any steps that management might
take to counter the effect of that interest rate  movement.  Using data compiled
by the OTS, the Association  receives a report which measures interest rate risk
by modeling the change in NPV over a variety of interest  rate  scenarios.  This
procedure for  measuring  interest rate risk was developed by the OTS to replace
the  "gap"  analysis  (the  difference  between   interest-earning   assets  and
interest-bearing  liabilities  that  mature or reprice  within a  specific  time
period).

                                        2


<PAGE>



         The following  table is provided by the OTS and  illustrates the change
in NPV at September 30, 2000, based on OTS assumptions,  that would occur in the
event of an  immediate  change in interest  rates,  with no effect  given to any
steps that  management  might take to counter the effect of that  interest  rate
movement.


<TABLE>
<CAPTION>
                                                                                         NPV as % of Percent of
                                                                                        Portfolio Value of Assets
                                         Net Portfolio Value                         ------------------------------
Basis Points ("bp"        -------------------------------------------------             NPV
 Changes in Rates )        $ Amount        $ Change(1)          % Change              Ratio(2)          Change (3)
------------------        ----------       ------------       -------------          ----------        ------------
                                          (Dollars in Thousands)

<S>    <C>                <C>                <C>                     <C>               <C>                  <C>
       400                $       --         $       --               --%                 --%                -bp
       300                     6,194             (3,722)             (38)               9.19                (450)
       200                     7,530             (2,386)             (24)              10.89                (280)
       100                     8,782             (1,134)             (11)              12.39                (129)
       --                      9,916                                                   13.68
      (100)                   10,676                760                8               14.48                  80
      (200)                   10,731                815                8               14.44                  76
      (300)                   10,934              1,018               10               14.56                  88
      (400)                       --                 --               --                  --                  --
</TABLE>

-----------------
(1)  Represents  the increase  (decrease)  of the estimated NPV at the indicated
     change in interest rates compared to the NPV assuming no change in interest
     rates.
(2)  Calculated as the  estimated  NPV divided by the  portfolio  value of total
     assets ("PV").
(3)  Calculated  as the  increase  (decrease)  of the  NPV  ratio  assuming  the
     indicated change in interest rates over the estimated NPV ratio assuming no
     change in interest rates.

         As  with  any  method  of  measuring   interest   rate  risk,   certain
shortcomings  are inherent in the method of analysis  presented in the foregoing
table.  For example,  although  certain assets and  liabilities may have similar
maturities  or  periods to  repricing,  they may react in  different  degrees to
changes in market interest  rates.  Also, the interest rates on certain types of
assets and  liabilities  may fluctuate in advance of changes in market  interest
rates,  while  interest  rates on other  types may lag behind  changes in market
rates.  Additionally,  certain  assets,  such as ARM loans,  have features which
restrict  changes in interest  rates on a short-term  basis and over the life of
the asset.  Further, in the event of a change in interest rates,  expected rates
of prepayments on loans and early  withdrawals  from  certificates  could likely
deviate significantly from those assumed in calculating the table.

Lending Activities

         General. The principal lending activity of the Association currently is
the  origination of  conventional  mortgage loans for the purpose of purchasing,
constructing  or refinancing  owner-occupied,  one- to  four-family  residential
property.  To a significantly  lesser extent,  the  Association  also originates
commercial real estate, residential construction and consumer loans.

                                        3


<PAGE>



         Loan Portfolio Analysis. The following table sets forth the composition
of the Association's  loan portfolio  (including loans held for sale) by type of
loan as of the dates indicated.

<TABLE>
<CAPTION>
                                                                           At September 30,
                                                     -------------------------------------------------------------
                                                             2000                  1999                1998
                                                     --------------------   ------------------  ------------------
                                                                 Percent             Percent             Percent
                                                      Amount     of Total    Amount  of Total   Amount    of Total
                                                     ---------   --------   -------  ---------  -------   --------
                                                                        (Dollars in Thousands)
<S>                                                    <C>         <C>      <C>        <C>     <C>         <C>
Mortgage loans:
   One- to four-dwelling units....................     $38,851     86.85    $34,790    84.75%  $33,621     86.49%
   Commercial and multi-family....................         769      1.72        857     2.10       564      1.45
   Construction...................................         654      1.46      1,668     4.06     2,167      5.58
   Land...........................................          42       .09         --       --        --        --
                                                      --------   -------    -------  -------   -------   -------
      Total mortgage loans........................      40,316     90.12     37,315    90.91    36,352     93.52
                                                      --------     -----   --------  -------   -------   -------

Consumer and other loans:
   Loans on deposit accounts......................         365       .82        482     1.17       471      1.21
   Home equity....................................       1,994      4.46      1,647     4.02       809      2.08
   Education......................................          --                    5     0.01        23      0.06
   Automobile.....................................       2,058      4.60      1,599     3.89     1,206      3.10
   Other..........................................          --                    2       --        12      0.03
                                                     ---------     -----   --------  -------   -------    ------
      Total consumer and other loans..............       4,417      9.88      3,735     9.09     2,521      6.48
                                                     ---------    ------   --------  -------   -------    ------
      Total loans.................................      44,733    100.00%    41,050   100.00%   38,873    100.00%
                                                      --------    ======   --------   ======   -------    ======
Less:
   Undisbursed loans in process...................         285                  859              1,299
   Unearned loan fees.............................         (92)                 (42)                16
   Allowances for loan losses.....................          63                   63                 52
                                                     ---------           ----------            -------
      Total loans receivable, net.................     $44,477              $40,170            $37,506
                                                       =======              =======            =======
</TABLE>


         Residential  Real Estate Lending.  The primary lending  activity of the
Association is the origination of mortgage loans to enable borrowers to purchase
existing  homes  or to  construct  new  one- to  four-family  homes.  Management
believes  that  this  policy  of  focusing  on one- to  four-family  residential
mortgage  loans  located  in its  lending  market  area has been  successful  in
contributing  to interest  income while  keeping  delinquencies  and losses to a
minimum.  The  Association  presently  originates for retention in its portfolio
both  fixed-rate  mortgage  loans and ARM loans  secured by one- to  four-family
properties  with terms of 15 to 30 years.  Borrower  demand for ARM loans versus
fixed-rate  mortgage  loans is a function  of the level of interest  rates,  the
expectations  of  changes  in the level of  interest  rates  and the  difference
between the initial  interest  rates and fees charged for each type of loan. The
relative  amount  of  fixed-rate  mortgage  loans  and  ARM  loans  that  can be
originated  at any  time is  largely  determined  by the  demand  for  each in a
competitive environment.  At September 30, 2000, $30.7 million, or 79.0%, of the
Association's  one- to  four-family  residential  mortgage loans were subject to
periodic  interest rate adjustments and $8.2 million,  or 21.0%, were fixed-rate
loans.

         The loan fees  charged,  interest  rates and  other  provisions  of the
Association's  ARM loans are  determined by the  Association on the basis of its
own pricing  criteria and competitive  market  conditions.  Since July 1994, the
Association has originated ARM loans whose interest rates and payments generally
are  adjusted  annually  to a rate  typically  equal to 2.25% above the one year
constant maturity U.S. Treasury index. The Association previously originated ARM
loans  whose rates are based on the Eighth  District  Cost of Funds  Index.  The
Association  currently  offers ARM loans with  initial  rates  below those which
would prevail under the foregoing  computations,  determined by the  Association
based on market factors and competitive  rates for loans having similar features
offered by other lenders for such initial  periods.  The periodic  interest rate
cap (the maximum amount by which the interest rate may be increased or decreased
in a given period) on the Association's ARM loans is generally 2% per adjustment
period and the lifetime  interest  rate cap is generally  5.75% over the initial
interest  rate  of  the  loan.  The  Association  does  not  originate  negative
amortization  loans.  The terms and  conditions  of the ARM loans offered by the
Association, including the index for interest rates, may vary from time to time.
The Association believes that the annual adjustment feature of its ARM loans

                                        4


<PAGE>



also  provides  flexibility  to meet  competitive  conditions as to initial rate
concessions  while preserving the  Association's  return on equity objectives by
limiting the duration of the initial rate concession.

         The retention of ARM loans in the  Association's  loan portfolio  helps
reduce the  Association's  exposure  to changes in  interest  rates.  There are,
however,  unquantifiable  credit risks resulting from the potential of increased
costs due to changed  rates to be paid by the  customer.  It is  possible  that,
during periods of rising  interest  rates,  the risk of default on ARM loans may
increase as a result of repricing and the increased  costs to the borrower.  The
Association  qualifies the borrower based on the borrower's ability to repay the
ARM loan  assuming the fully indexed  accrual rate on the loan remains  constant
during the loan term. As a result,  the potential for delinquencies and defaults
on ARM loans is lessened.  Furthermore,  because the ARM loans originated by the
Association  generally provide, as a marketing  incentive,  for initial rates of
interest  below the rates which would apply were the  adjustment  index used for
pricing initially  (discounting),  these loans are subject to increased risks of
default or delinquency.  Another  consideration is that although ARM loans allow
the  Association to increase the sensitivity of its asset base to changes in the
interest  rates,  the  extent of this  interest  sensitivity  is  limited by the
periodic  and  lifetime  interest  rate  adjustment  limits.  Because  of  these
considerations,  the  Association has no assurance that yields on ARM loans will
be sufficient to offset increases in the Association's cost of funds.

         As  discussed  above,  the  Association  also  originates  conventional
fixed-rate  mortgage loans on one- to four- family residential  properties.  All
fixed-rate products are underwritten according to Freddie Mac standards so as to
qualify for sale in the secondary mortgage market,  though until recently it has
been the  Association's  policy to retain its  fixed-rate  mortgage loans in its
loan portfolio.  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.

         While  fixed-rate  single-family  residential  real  estate  loans  are
normally  originated with 15 or 20 year terms,  and the Association  permits its
ARM loans to be assumed by  qualified  borrowers,  such loans  typically  remain
outstanding for substantially  shorter periods.  This is because borrowers often
prepay their loans in full upon sale of the property pledged as security or upon
refinancing the original loan. In addition,  substantially all mortgage loans in
the Association's loan portfolio contain  due-on-sale clauses providing that the
Association  may declare the unpaid  amount due and payable upon the sale of the
property securing the loan. The Association  enforces these due-on-sale  clauses
to the extent permitted by law and as business judgment dictates.  Thus, average
loan maturity is a function of, among other  factors,  the level of purchase and
sale  activity  in the real estate  market,  prevailing  interest  rates and the
interest rates payable on outstanding loans.

         The Association makes both fixed-rate and  adjustable-rate  home equity
loans.  These  loans are secured by a first or second  mortgage  on  residential
property.  Fixed-rate  home  equity  loans have a term of 24 or 36 months  while
adjustable-rate home equity loans have a term of 36 to 60 months.

         The Association  generally requires title insurance insuring the status
of its lien on all of the real estate secured loans, though in some instances it
will accept an abstract  of title  accompanied  by an  attorney's  opinion.  The
Association  also requires that fire and extended  coverage  casualty  insurance
(and, if appropriate, flood insurance) be maintained in an amount at least equal
to the outstanding loan balance.

         The  Association's   lending  policies   generally  limit  the  maximum
loan-to-value  ratio on mortgage loans secured by  owner-occupied  properties to
95% of the  lesser  of the  appraised  value  or the  purchase  price,  with the
condition   that   private   mortgage   insurance  is  required  on  loans  with
loan-to-value ratios greater than 80%. The Association has established a program
for first-time  home buyers under which it will make loans with a  loan-to-value
ratio up to 89.9%.

         Construction Lending. The Association currently originates  residential
construction  loans to individuals  to construct  their own homes and, to a much
lesser  extent,  to local  builders.  The  Association's  construction  loans to
individuals are made in connection  with the granting of permanent  financing on
the property and require  monthly  payments of interest  only during their term.
Residential construction loans convert to an adjustable-rate loan at the

                                        5


<PAGE>



earlier of the completion of construction or one year.  Draws are generally made
to the borrower after he has provided the Association  with billings showing the
costs and work completed and following an inspection by the Association.

         Construction  lending is generally considered to involve a higher level
of risk as compared to one- to four- family  residential  lending because of the
inherent  difficulty in estimating both a property's  value at completion of the
project and the estimated cost of the project. The nature of these loans is such
that they are generally more difficult to evaluate and monitor.  If the estimate
of construction cost proves to be inaccurate, the Association may be required to
advance funds beyond the amount originally committed to permit completion of the
project.  If the estimate of value proves to be inaccurate,  the Association may
be  confronted  at, or prior to the maturity of the loan,  with a project  whose
value is insufficient to assure full repayment.  Speculative  loans, i.e., loans
to builders to construct homes for which no purchaser has been identified, carry
more risk because the payoff for the loan is dependent on the builder's  ability
to sell the property prior to the time that the construction loan is due.

         Commercial and  Multi-family  Real Estate Loans.  The  Association  has
historically  engaged in a limited  amount of commercial and  multi-family  real
estate  lending.   The  Association  does  not  actively  solicit  or  originate
commercial or  multi-family  real estate  loans.  Loans secured by commercial or
multi-family  real estate  generally  are larger and involve  greater risks than
one- to four-family  residential  mortgage  loans.  Payments on loans secured by
such properties are often dependent on successful operation or management of the
properties.  Repayment  of such  loans may be  subject  to a  greater  extent to
adverse  conditions  in the real estate market or the economy.  The  Association
seeks to minimize these risks in a variety of ways,  including limiting the size
of such loans and strictly scrutinizing the financial condition of the borrower,
the quality of the collateral  and the  management of the property  securing the
loan. The  Association  also obtains loan guarantees  from  financially  capable
parties.   Substantially  all  of  the  properties  securing  the  Association's
commercial and multi-family real estate loans are inspected by the Association's
lending  personnel  before  the  loan is  made.  The  Association  also  obtains
appraisals on each property in accordance with applicable regulations.

         Consumer and Other Loans.  Consumer  lending has  traditionally  been a
small  part  of  the  Association's  business.  Consumer  loans  generally  have
shorter-terms  to maturity or repricing and higher  interest rates than mortgage
loans.  The  Association's   consumer  and  other  loans  consist  primarily  of
automobile loans, home equity loans and savings account loans.

         Automobile  loans are  secured  by both new and used  cars.  Automobile
loans are only made to the  borrower-  owners  on a direct  basis.  New cars are
financed  for a period of up to 54 months  while used cars are  financed  for 42
months or less  depending  on the age of the car.  Collision  and  comprehensive
insurance coverage is required on all automobile loans and the Association holds
the certificate of title to the car securing the loan.

         The Association makes equity line of credit ("ELOC") loans for a period
of 12 years, with the first two years being the draw years and the next 10 years
being the repayment years. ELOC loans can be made for up to 95% of the appraised
value of the property securing the loan.

         The Association may make savings account loans with the account pledged
as collateral to secure the loan.  Savings  account loans are payable in monthly
payments of principal and interest or in a single payment.

         Consumer loans entail greater risk than do residential  mortgage loans,
particularly  in the case of consumer  loans which are  unsecured  or secured by
rapidly depreciating assets such as automobiles.  In such cases, any repossessed
collateral for a defaulted  consumer loan may not provide an adequate  source of
repayment of the outstanding loan balance as a result of the greater  likelihood
of damage, loss or depreciation. The remaining deficiency often does not warrant
further  substantial  collection efforts against the borrower beyond obtaining a
deficiency judgment. In addition, consumer loan collections are dependent on the
borrower's  continuing  financial  stability,  and thus are  more  likely  to be
adversely  affected  by job  loss,  divorce,  illness  or  personal  bankruptcy.
Furthermore,  the  application  of various  Federal  and state  laws,  including
Federal and state bankruptcy and insolvency laws, may limit the amount which can
be recovered on such loans. Such loans may also give rise to claims and defenses
by a consumer loan borrower against

                                        6


<PAGE>



an assignee of such loans such as the Association, and a borrower may be able to
assert against such assignee  claims and defenses that it has against the seller
of the underlying collateral. At September 30, 2000, the Association had a total
of $62,000 in delinquencies in its consumer loan portfolio.

Loan Maturity and Repricing

         The  following  table sets forth certain  information  at September 30,
2000  regarding  the  dollar  amount  of  loans  maturing  in the  Association's
portfolio  based on their  contractual  terms to maturity,  but does not include
scheduled  payments or  potential  prepayments.  Demand  loans,  loans having no
stated  schedule  of  repayments  and no stated  maturity,  and  overdrafts  are
reported as due in one year or less.  Loan  balances are before  deductions  for
undisbursed loan proceeds, unearned discounts, unearned income and allowance for
loan losses. Amounts include loans held for sale.

<TABLE>
<CAPTION>


                                                                After      After      After
                                                               One Year   3 Years    5 Years
                                                     Within    Through    Through    Through    Beyond
                                                    One Year   3 Years    5 Years    10 Years  10 Years    Total
                                                   ---------- ---------- ---------- ---------- --------- ----------
                                                                        (Dollars in Thousands)
<S>                                                   <C>        <C>        <C>        <C>      <C>        <C>
Mortgage loans:
   One- to four-family dwelling units............     $1,011     $  369     $  530     $6,796   $30,145    $38,851
   Commercial and multi-family
      real estate................................          -         37          -          -       732        769
   Construction..................................          -          -          -          -       654        654
   Land..........................................         42          -          -          -            -       42
                                                    -------- ---------- ---------- ---------- ---------------------
     Total mortgage loans........................      1,053        406        530      6,796    31,531     40,316
Consumer and other loans.........................        588        983        858        171     1,817      4,417
                                                    --------   --------   --------   -------- ---------  ---------
     Total loans.................................     $1,641     $1,389     $1,388     $6,967   $33,348    $44,733
                                                      ======     ======     ======     ======   =======    =======
</TABLE>


         The  following  table sets forth the dollar amount of all loans due one
year after September 30, 2000, which have fixed interest rates and have floating
or adjustable interest rates.

                                                                 Floating- or
                                                        Fixed-   Adjustable-
                                                         Rate     Rates
                                                      ---------- ----------
                                                      (Dollars in Thousands)
Mortgage loans:
   One- to four-family dwelling units................     $7,143    $30,697
   Commercial and multi-family
      real estate....................................        300        469
   Construction......................................         --        654
                                                         -------    -------
     Total mortgage loans............................      7,443     31,820
Consumer and other loans.............................      1,835      1,994
                                                         -------    -------
     Total loans.....................................     $9,278    $33,814
                                                          ======    =======

         Scheduled contractual principal repayments of loans and mortgage-backed
securities  do not reflect the actual life of such  assets.  The average life of
loans  and   mortgage-backed   securities  is  substantially   less  than  their
contractual terms because of prepayments.  In addition,  due-on-sale  clauses on
loans generally give the Association the right to declare loans  immediately due
and payable in the event,  among other things,  that the borrower sells the real
property subject to the mortgage and the loan is not repaid. The average life of
mortgage loans tends to increase, however, when

                                        7


<PAGE>



current  mortgage  loan  market  rates are  substantially  higher  than rates on
existing  mortgage  loans and,  conversely,  decreases  when  rates on  existing
mortgage loans are substantially higher than current mortgage loan market rates.

         Loan   Solicitation  and  Processing.   Loan  applicants  come  through
referrals by realtors and previous and present customers and through advertising
promotions.  Upon receipt of a loan application from a prospective  borrower,  a
credit  report  and  other  data are  obtained  to verify  specific  information
relating to the loan  applicant's  employment,  income and credit  standing.  An
appraisal of the real estate offered as collateral  generally is undertaken by a
fee  appraiser  approved by the  Association  and,  when  required,  licensed or
certified by the State of Missouri.

         Loans in the  amount  of  $75,000  or less may be  approved  by any one
member of the Association's Loan Committee,  which consists of the Association's
President  and two  directors.  Loans of $75,000 to $100,000 must be approved by
any one member of the Loan  Committee and reviewed by another  member.  Loans in
excess of $100,000  must be approved  by two members of the Loan  Committee  and
reviewed by the Association's Board of Directors.

         Mortgage  loans are  generally  approved or denied  within ten days and
closed within 21 days. Interest rates are subject to change if the approved loan
is not closed within the time of the commitment, which usually is 30 days.

         Loan Originations, Sales and Purchases. During the year ended September
30, 2000, the  Association's  total gross mortgage loan  originations were $15.1
million.  While the Association  originates both  adjustable-rate and fixed-rate
loans, its ability to generate loans is dependent upon relative  customer demand
for loans in its market.

         Consistent   with  its   asset/liability   management   strategy,   the
Association's  policy  had been to  retain in its  portfolio  all of the one- to
four-family loans that it originates.  In August 1997, the Association  acquired
Crawford Mortgage,  Inc., a mortgage broker based in Joplin,  Missouri.  Through
Crawford  Mortgage,  the Association  originates  loans to sell in the secondary
market.  During the year ended  September  30,  2000 the  Association  sold $4.5
million of loans.

         The  Association   occasionally   purchases  loans  to  supplement  its
originations.  No loans were purchased  during the year ended September 30, 1999
and six loans were purchased during the year ended September 30, 2000.

         The following table shows total mortgage loans  originated,  purchased,
sold and repaid during the periods indicated.

<TABLE>
<CAPTION>
                                                                      Years Ended September 30,
                                                              --------------------------------------
                                                                2000          1999           1998
                                                              ---------    -----------     ---------
                                                                          (In Thousands)
<S>                                                             <C>            <C>           <C>
Total mortgage loans at beginning of period..................   $37,315        $36,352       $32,594
Mortgage loans originated:
   One- to four-family dwelling units(1).....................    14,970         14,714        10,920
   Commercial and multi-family real estate...................       120             --            360
                                                              ---------    -----------     ----------
     Total mortgage loans originated.........................    15,090         14,714        11,280
Mortgage loans purchased.....................................       640             --            --
Mortgage loans sold..........................................     4,467          5,765           877
Mortgage loan principal repayments...........................     8,077          7,986         6,645
Loans transferred to other real estate.......................       185             --              --
                                                              ---------    -----------     -----------

Net loan activity............................................     3,001            963         3,758
                                                               --------     ----------     ---------

Total gross mortgage loans at end of period..................   $40,316        $37,315       $36,352
                                                                =======        =======       =======
</TABLE>

--------------------
(1) Includes construction loans originated during the period.


                                        8


<PAGE>



         Loan  Commitments.  The Association  issues  commitments for fixed- and
adjustable-rate one- to four-family  residential mortgage loans conditioned upon
the  occurrence  of  certain  events.  Such  commitments  are made in writing on
specified  terms and  conditions and are honored for up to 30 days from the date
of loan  approval.  The  Association  had  outstanding  net loan  commitments of
approximately  $2.7  million  at  September  30,  2000.  See Note 15 of Notes to
Consolidated Financial Statements contained in the Annual Report.

         Loan  Origination and Other Fees. The  Association,  in most instances,
receives loan origination fees and discount "points." Loan fees and points are a
percentage of the principal amount of the mortgage loan which are charged to the
borrower for funding the loan. The amount of points  charged by the  Association
varies,  though the range  generally  is between  zero and two  points.  Current
accounting  standards  require fees  received  (net of certain loan  origination
costs) for  originating  loans to be deferred and amortized into interest income
over the  contractual  life of the loan. Net deferred fees associated with loans
that are  prepaid  are  recognized  as  income  at the time of  prepayment.  The
Association  had  $(92,000) in net deferred  mortgage loan fees at September 30,
2000.

         Non-performing Assets and Delinquencies.  When a mortgage loan borrower
fails to make a required payment when due, the Association institutes collection
procedures.  The first  notice is mailed to the borrower at the end of the month
in which the payment is due and, if necessary,  a second  written notice follows
within 30 days  thereafter.  Attempts  to  contact  the  borrower  by  telephone
generally  begin soon  after the first  notice is mailed to the  borrower.  If a
satisfactory  response  is  not  obtained,  continuous  follow-up  contacts  are
attempted until the loan has been brought  current.  Before the ninetieth day of
delinquency,  attempts to interview the borrower, preferably in person, are made
to  establish  (i) the  cause of the  delinquency,  (ii)  whether  the  cause is
temporary,  (iii) the  attitude  of the  borrower  toward  the debt,  and (iv) a
mutually satisfactory arrangement for curing the default.

         In most cases,  delinquencies  are cured promptly;  however,  if by the
ninety-first  day of  delinquency,  or sooner  if the  borrower  is  chronically
delinquent  and all  reasonable  means of  obtaining  payment  on time have been
exhausted,  foreclosure,  according to the terms of the security  instrument and
applicable  law, is initiated.  Interest  income on loans is reduced by the full
amount of accrued and uncollected interest.

         When a consumer  loan  borrower  fails to make a required  payment on a
consumer loan by the payment due date,  the  Association  institutes  collection
procedures.  The first  notice is mailed to the borrower 15 days  following  the
payment due date. If payment is not promptly received, a second notice is mailed
to the  borrower 20 days  following  the  payment  due date and the  customer is
contacted  by  telephone  to  ascertain  the nature of the  delinquency.  If the
delinquency  remains uncured,  the Association mails an additional notice to the
borrower on the thirtieth day of  delinquency  and every 30 days  thereafter and
continues to contact the borrower by telephone.

         In most cases,  delinquencies are cured promptly;  however,  if, by the
91st day of delinquency  the  delinquency  has not been cured,  the  Association
begins  action to either obtain a judgment in small claims court or to repossess
the collateral.

         The Association's  Board of Directors is informed on a monthly basis as
to the status of all mortgage and consumer loans that are  delinquent  more than
30 days, the status on all loans currently in foreclosure, and the status of all
foreclosed and repossessed property owned by the Association.

                                        9


<PAGE>



         The  following  table  sets  forth  information  with  respect  to  the
Association's non-performing assets and restructured loans within the meaning of
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  15 at the  dates
indicated.  Any loan four or more  payments  past due is  placed  on  nonaccrual
status.

<TABLE>
<CAPTION>
                                                                           At September 30,

                                                  ------------------------------------------------------------------
                                                     2000         1999          1998         1997          1995
                                                  ----------   ----------   ------------  -----------  -------------
                                                                        (Dollars in Thousands)
<S>                                                  <C>         <C>              <C>         <C>            <C>
Loans accounted for on a nonaccrual basis:
   Real estate:
     Residential.............................        $  3        $  37            $21         $  9           $  3
     Commercial and multi-family.............          --           --             --           --             --
   Consumer and other........................           3           --             --           11             --
                                                      ---       ------           ----      -------        -------
       Total.................................           6           37             21           20              3
                                                                ------          -----      -------       --------

Accruing loans which are
   contractually past due 90 days or more:
   Real estate:

     Residential.............................          46          218             45           66             19
     Commercial and multi-family.............          --           --             --           --             --
   Consumer and other........................          21           --             --           --             --
                                                     ----       ------           ----      -------        -------
       Total.................................          67          218             45           66             19
                                                     ----        -----           ----      -------        -------

Total of nonaccrual and 90 days
   past due loans............................          73          255             66           86             22

Real estate owned(1).........................          --           --             --           --             --
                                                      ---       ------           ----      -------         ------
       Total non-performing assets...........        $ 73         $255            $66       $   86          $  22
                                                     ====         ====            ===       ======          =====
Restructured loans...........................          --           --             --           --             --
                                                      ===       ======           ====      =======         ======
Total loans delinquent 90 days or
           more to net loans.................        0.16%        0.64%          0.18%        0.25%          0.07%
                                                     ====         ====           ====        =====           ====

Total loans delinquent 90 days or
          more to consolidated total assets..        0.10%        0.37%          0.09%        0.14%          0.04%
                                                     ====         ====           ====         ====           ====
Total non-performing assets to
consolidated total assets....................        0.10%        0.37%          0.09%        0.14%          0.04%
                                                     ====         ====           ====         ====           ====
</TABLE>


-----------------------------------
(1) Represents the book value of property acquired through  foreclosure,  net of
valuation reserves.

         Interest  income  that  would  have been  recorded  for the year  ended
September 30, 2000 had  nonaccruing  loans been current in accordance with their
original  terms  amounted  to  approximately  $300.00.  The  amount of  interest
included in interest  income on such loans for the year ended September 30, 2000
was $0.

         Real Estate Owned.  Real estate acquired by the Association as a result
of  foreclosure or by  deed-in-lieu  of foreclosure is classified as real estate
owned ("REO") until it is sold.  When property is acquired it is recorded at the
lower of its cost,  which is the unpaid  principal  balance of the related  loan
plus  foreclosure  costs, or fair market value.  Subsequent to foreclosure,  the
property is carried at the lower of the  foreclosed  amount or fair value.  Upon
receipt of

                                       10


<PAGE>



a new appraisal and market analysis,  the carrying value is written down through
the  establishment  of a specific  reserve to its fair value.  At September  30,
2000, the Association had no REO.

         Asset Classification. The OTS has adopted various regulations regarding
problem  assets of  savings  institutions.  The  regulations  require  that each
insured  institution  review  and  classify  its assets on a regular  basis.  In
addition, in connection with examinations of insured institutions, OTS 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 must have one or more
defined  weaknesses and are  characterized by the distinct  possibility that the
insured  institution  will  sustain  some  loss  if  the  deficiencies  are  not
corrected.  Doubtful  assets have the weaknesses of substandard  assets with the
additional  characteristic 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 possibility 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.  If an asset or portion  thereof is
classified loss, the insured  institution  establishes  specific  allowances for
loan losses for the full amount of the portion of the asset  classified  loss. A
portion of general loan loss  allowances  established to cover  possible  losses
related  to  assets  classified  substandard  or  doubtful  may be  included  in
determining  an  institution's  regulatory  capital,  while  specific  valuation
allowances  for loan  losses  generally  do not qualify as  regulatory  capital.
Assets that do not currently  expose the insured  institution to sufficient risk
to warrant  classification in one of the  aforementioned  categories but possess
weaknesses  are  required to be  designated  "special  mention."  Not all of the
Association's  non-performing  assets  are  classified  as  problem  assets.  In
determining   whether  the  Association's   non-performing   assets  expose  the
Association to sufficient  risk to warrant  classification,  the Association may
consider  various  factors,   including  the  borrower's  payment  history,  the
existence of private  mortgage  insurance,  and the  loan-to-value  ratio.  Upon
consideration of these factors,  the Association may determine that the asset in
question does not present a risk of loss that requires it to be classified.

         The  following  table sets  forth the  number and amount of  classified
loans at September 30, 2000.

<TABLE>
<CAPTION>
                                                   Loss                  Doubtful               Substandard
                                          ----------------------   ---------------------   ---------------------
                                            Number                   Number                   Number
                                              of        Principal     of       Principal       of      Principal
                                            Loans         Amount     Loans       Amount       Loans      Amount
                                          ----------   ---------   ---------   ---------   ---------   ---------
Mortgage loans:
<S>                                           <C>          <C>         <C>         <C>         <C>        <C>
   One- to four-family....................    -            -           -           -           -           -
   Commercial and multi-family............    -            -           -           -           -           -
   Real estate............................    -            -           -           -           -           -
   Construction...........................    -            -           -           -           -           -
Consumer and other loans..................    -            -           -           -           -           -
</TABLE>


         Allowance for Loan Losses. The Association has established a systematic
methodology for the determination of provisions for loan losses. The methodology
is set forth in a formal  policy  and takes into  consideration  the need for an
overall general valuation allowance as well as specific allowances that are tied
to individual loans.

         In originating  loans,  the Association  recognizes that losses will be
experienced  and that the risk of loss will vary with,  among other things,  the
type of loan being made, the  creditworthiness  of the borrower over the term of
the loan,  general  economic  conditions and, in the case of a secured loan, the
quality of the security for the loan.  The  Association  increases its allowance
for loan losses by charging  provisions  for  possible  loan losses  against the
Association's income.

         The general valuation  allowance is maintained to cover losses inherent
in the portfolio of  performing  loans.  Management  reviews the adequacy of the
allowance  at  least  quarterly  based  on  the  Association's  past  loan  loss
experiences,  known and inherent risks in the portfolio, adverse situations that
may  affect  the  borrower's  ability  to  repay,  the  estimated  value  of any
underlying collateral, and current economic conditions.

                                       11


<PAGE>



         Specific valuation allowances are established to absorb losses on loans
for which full collectibility may not be reasonably  assured.  The amount of the
allowance is based on the estimated  value of the  collateral  securing the loan
and other analyses pertinent to each situation.

         Generally,  a  provision  for  losses is  charged  against  income on a
quarterly basis to maintain the  allowances.  A provision of $13,000 was charged
against income for the year ended September 30, 2000. At September 30, 2000, the
Association  had an allowance  for loan losses of $63,000.  Management  believes
that the amount  maintained in the allowances  will be adequate to absorb losses
inherent in the portfolio.

         Although   management  believes  that  it  uses  the  best  information
available to make such  determinations,  future adjustments to the allowance for
loan losses may be necessary  and results of operations  could be  significantly
and  adversely   affected  if  circumstances   differ   substantially  from  the
assumptions used in making the determinations.

         While  the  Association   believes  it  has  established  its  existing
allowance  for loan losses in  accordance  with  generally  accepted  accounting
principles,  there  can  be no  assurance  that  regulators,  in  reviewing  the
Association's  loan  portfolio,  will not  request the  Association  to increase
significantly its allowance for loan losses. In addition,  because future events
affecting borrowers and collateral cannot be predicted with certainty, there can
be no assurance that the existing  allowance for loan losses is adequate or that
substantial  increases  will not be  necessary  should the  quality of any loans
deteriorate as a result of the factors discussed above. Any material increase in
the allowance for loan losses may adversely affect the  Association's  financial
condition and results of operations.

         The  following  table  sets  forth  an  analysis  of the  Association's
allowance for loan losses for the periods  indicated.  Where  specific loan loss
reserves have been established, any differences between the loss reserve and the
amount of loss realized has been charged or credited to current income.

<TABLE>
<CAPTION>

                                                                      Years Ended September 30,

                                                  ------------------------------------------------------------------
                                                     2000         1999          1998         1997          1995
                                                  ----------   ----------   ------------  -----------  -------------
                                                                        (Dollars in Thousands)
<S>                                                   <C>          <C>            <C>          <C>            <C>
Allowance at beginning of period.............         $63          $52            $44          $41            $38
Provision for loan losses....................                       12              8            3              3

Recoveries...................................          20           --             --           --             --
Charge-offs..................................         (30)          (1)            --           --             --
                                                    ------       -----           ----    ---------     ----------
Net charge-offs..............................         (13)          (1)            --           --             --
                                                    ------       -----           ----    ---------     ----------

Balance at end of period.....................         $63          $63            $52          $44            $41
                                                      ===          ===            ===     ========      =========

Ratio of allowance to total loans............        0.14%        0.15%          0.14%        0.13%          0.13%

Ratio of net charge-offs to average
   loans outstanding during the period.......        0.03           --             --           --             --
</TABLE>



                                       12


<PAGE>



         The following  table sets forth the breakdown of the allowance for loan
losses by loan category for the periods indicated.

<TABLE>
<CAPTION>
                                                                          At September 30,
                                                 ------------------------------------------------------------------
                                                         2000                  1999                   1998
                                                 --------------------  --------------------  ----------------------
                                                          Percent of            Percent of              Percent of
                                                           Loans in              Loans in                Loans in
                                                             Each                  Each                    Each
                                                          Category to           Category to             Category to
                                                  Amount  Total Loans   Amount  Total Loans    Amount    Total Loans
                                                 -------- -----------  -------- -----------  ---------  -----------
                                                                       (Dollars in Thousands)
<S>                                                   <C>       <C>         <C>       <C>          <C>        <C>
Mortgage loans:
   One- to four-family dwelling units..........       $41       86.85%      $45       84.75%       $41        86.49%
   Commercial and multi-family.................        --        1.72        --        2.10         --         1.45
   Construction................................        --        1.46        --        4.06         --         5.58
   Land........................................        --        0.09        --          --         --           --
Consumer and other loans.......................        22        9.88        18        9.09         11         6.48
                                                     ----    --------      ----    --------       ----     --------
     Total allowance for loan losses...........       $63     100.00 %      $63     100.00 %       $52       100.00%
                                                      ===     ======        ===     ======         ===       ======
</TABLE>


Investment Activities

         The  Association is permitted  under federal and state law to invest in
various types of liquid assets, including U.S. Treasury obligations,  securities
of various federal agencies and of state and municipal governments,  deposits at
the FHLB-Des Moines,  certificates of deposit of federally insured institutions,
certain bankers' acceptances and federal funds. Subject to various restrictions,
the  Association  may also invest a portion of its assets in  commercial  paper,
corporate  debt  securities  and ARM funds,  the assets of which  conform to the
investments  that  the  Association  is  authorized  to make  directly.  Savings
institutions like the Association are also required to maintain an investment in
FHLB stock and a minimum  level of liquid  assets  which vary from time to time.
See  "Regulation  and  Supervision  --  Federal  Home  Loan  Bank  System."  The
Association  may decide to increase  its  liquidity  above the  required  levels
depending upon the  availability of funds and comparative  yields on investments
in relation to return on loans.

         The  Association  is required  under federal  regulations to maintain a
minimum  amount of liquid  assets and is also  permitted to make  certain  other
securities  investments.  See "Regulation and Supervision" contained herein, and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations--Liquidity  and Capital Resources" contained in the Annual Report. At
September 30, 2000, the  Association's  regulatory  liquidity was 40.8% which is
significantly  in  excess of the 4.0%  required  by OTS  regulations.  It is the
intention of management to hold all securities in the  Association's  investment
portfolio  in order to enable  the  Association  to provide  liquidity  for loan
funding upon maturity of such  investment  securities  and to match more closely
the interest-rate sensitivities of its assets and liabilities.

         The  Association's  President  determines  appropriate  investments  in
accordance  with the  Board  of  Directors'  approved  investment  policies  and
procedures. Investments are made following certain considerations, which include
the  Association's  liquidity  position and  anticipated  cash needs and sources
(which in turn include outstanding commitments,  upcoming maturities,  estimated
deposits and anticipated loan amortization and repayments).  Further, the effect
that the proposed investment would have on the Association's credit and interest
rate risk, and risk-based capital is given consideration  during the evaluation.
The interest rate, yield, settlement date and maturity are also reviewed.

         SFAS No. 115,  "Accounting  for Certain  Investments in Debt and Equity
Securities,"  requires that  investments  be  categorized as "held to maturity,"
"trading securities" or "available for sale," based on management's intent as to
the ultimate disposition of each security.  Debt securities may be classified as
"held to maturity" and reported in financial  statements at amortized  cost only
if the  reporting  entity  has the  positive  intent  and  ability to hold those
securities to

                                       13


<PAGE>



maturity.  Securities  that  might be sold in  response  to  changes  in  market
interest rates,  changes in the security's  prepayment  risk,  increases in loan
demand,  or other  similar  factors  cannot be classified as "held to maturity."
Debt and equity  securities  held for current  resale are classified as "trading
securities."  Such securities are reported at fair value,  and unrealized  gains
and losses on such  securities  would be included in  earnings.  Debt and equity
securities not  classified as either "held to maturity" or "trading  securities"
are  classified as "available  for sale." Such  securities  are reported at fair
value,  and  unrealized  gains and losses on such  securities  are excluded from
earnings and reported as a net amount in a separate component of equity.

         The  Association  purchases  mortgage-backed  securities in the form of
Ginnie Mae,  Freddie Mac and Fannie Mae  participation  certificates in order to
supplement  loan  production.   Ginnie  Mae  and  Fannie  Mae  certificates  are
guaranteed  as to  principal  and  interest  by the full faith and credit of the
United  States,  while Freddie Mac  certificates  are guaranteed by Freddie Mac.
Mortgage-backed  securities  generally  entitle the Association to receive a pro
rata portion of the cash flows from an identified  pool of  mortgages.  The cash
flows from such pools are segmented and paid in accordance  with a predetermined
priority to various  classes of securities  issued by the entity.  See Note 4 of
Notes to Consolidated Financial Statements contained in the Annual Report.

         The  following  table  sets  forth  the  composition  of  Association's
mortgage-backed  securities  portfolio at carrying value at the dates indicated.
All of the  Association's  mortgage-backed  securities are classified as held to
maturity.

<TABLE>
<CAPTION>
                                                                        At September 30,
                                              ---------------------------------------------------------------------
                                                       2000                    1999                   1998
                                              ----------------------  ---------------------- ----------------------
                                                 Book     Percent of     Book     Percent of    Book     Percent of
                                                Value      Portfolio    Value      Portfolio   Value      Portfolio
                                              ----------  ----------  ----------  ---------- ----------  ----------
                                                                     (Dollars in Thousands)
<S>                                               <C>           <C>       <C>           <C>      <C>           <C>
Mortgage-backed securities:
   GNMA:
     Fixed..................................      $   15        0.52%     $   26        1.05%    $   40        1.28%
     Adjustable.............................         653       22.46         809       32.57        690       22.11
   FHLMC:

     Fixed..................................         436       15.00         521       20.97        712       22.81
     Adjustable.............................          --          --          --          --         --          --
   FNMA:

     Fixed..................................          64        2.20         116        4.67        264        8.46
     Adjustable.............................       1,776       61.09       1,051       42.31      1,475       47.26

Unamortized premium (discount), net.......           (37)      (1.27)        (39)      (1.57)       (60)      (1.92)
                                                 -------    --------   ---------    --------  ---------    --------
       Total mortgage-backed securities.....      $2,907      100.00%     $2,484      100.00%    $3,121      100.00%
                                                  ======      ======      ======      ======     ======      ======
</TABLE>



         At  September  30,  2000,  the  Corporation's   investment   securities
portfolio totalled  approximately  $19.6 million at carrying value and consisted
principally  of U.S.  Treasury and agency  securities and municipal  bonds.  The
Corporation's  municipal  bond  portfolio,  which  totalled $1.3 million at fair
value ($1.3  million at amortized  cost) at September  30, 2000,  was  comprised
primarily of obligations of political subdivisions of the State of Missouri that
have maturities ranging from less than one year to five to 10 years.

                                       14


<PAGE>



         The following  table sets forth the  composition  of the  Corporation's
investment securities portfolio at carrying value at the dates indicated.

<TABLE>
<CAPTION>
                                                                     At September 30,
                                                 2000                      1999                      1998
                                         Carrying   Percent of     Carrying   Percent of     Carrying   Percent of
                                          Value      Portfolio      Value      Portfolio      Value      Portfolio
                                        ----------  -----------   ----------  -----------   ----------  -----------
                                                                  (Dollars in Thousands)
<S>                                        <C>            <C>        <C>            <C>         <C>           <C>
Debt securities:
     U.S. Government treasury and
        obligations of U.S.
        Government agencies..........      $18,299        89.40%     $18,970        92.19%      $8,482        85.07%
     State and political
           subdivision...............        1,339         6.54        1,059         5.15          919         9.22
                                         ---------     --------    ---------     --------     --------     --------
       Total debt securities.........       19,638        95.94       20,029        97.34        9,401        94.29
                                                                    --------      -------      -------      -------
Equity securities:
     FHLB stock......................          657         3.21          365         1.77          365         3.66
     Common stock....................          173         0.85          183         0.89          204         2.05
                                        ----------     --------   ----------     --------     --------     --------
       Total equity securities.......          830         4.06          548         2.66          569         5.71
                                        ----------     --------   ----------     --------     --------     --------
         Total.......................      $20,468       100.00%     $20,577       100.00%      $9,970       100.00%
                                           =======       ======      =======       ======       ======       ======
</TABLE>

         The  following  table sets forth the  maturities  and weighted  average
yields  of the  debt  securities  in  the  Corporation's  investment  securities
portfolio at September 30, 2000.

<TABLE>
<CAPTION>
                                            Less Than             One to            Over Five to              Over
                                            One Year            Five Years            Ten Years            Ten Years
                                        Amount     Yield     Amount     Yield     Amount     Yield     Amount      Yield
                                       --------  ---------  --------  ---------  ---------  --------  ---------  ---------
                                                               (Dollars in Thousands)
<S>                                      <C>                 <C>         <C>      <C>          <C>     <C>           <C>
   Debt securities:
     U.S. Government treasury a
        obligations of U.S.
        Government agencies              $--        --%      $5,999      6.09%    $11,550      6.59%   $   750       7.05%
     State and political subdivision      85      4.25          230      6.13         739      5.10        285       5.36
                                        ----               --------             ---------             --------
       Total...................          $85                 $6,229               $12,289               $1,035
                                         ===                 ======               =======               ======
</TABLE>

Deposit Activities and Other Sources of Funds

         General.  Deposits  and loan  repayments  are the major  sources of the
Association's  funds for lending and other investment  purposes.  Scheduled loan
repayments are a relatively  stable source of funds,  while deposit  inflows and
outflows and loan  prepayments are influenced  significantly by general interest
rates and money market conditions. Borrowings through the FHLB-Des Moines may be
used on a short-term  basis to compensate for reductions in the  availability of
funds from other sources.  Presently,  the  Association  has no other  borrowing
arrangements.

         Deposit Accounts. Substantially all of the Association's depositors are
residents  of the State of  Missouri.  Deposits  are  attracted  from within the
Association's  lending market area through the offering of a broad  selection of
deposit  instruments,  including NOW accounts,  money market  deposit  accounts,
regular savings accounts,  certificates of deposit and retirement savings plans.
Deposit account terms vary, according to the minimum balance required,  the time
periods  the funds must  remain on deposit and the  interest  rate,  among other
factors.  In  determining  the terms of its deposit  accounts,  the  Association
considers  current market  interest  rates,  profitability  to the  Association,
matching

                                       15


<PAGE>

deposit  and loan  products  and its  customer  preferences  and  concerns.  The
Association generally reviews its deposit mix and pricing twice weekly.

         The following  table  indicates the amount of the  Association's  jumbo
certificates  of deposit by time  remaining  until  maturity as of September 30,
2000. Jumbo certificates of deposit represent minimum deposits of $100,000.

Maturity Period                                       Amounts

------------------                                ----------------
                                                   (In Thousands)

Three months or less...........................         $   101
Over three through six months..................             747
Over six through twelve months.................           1,037
Over twelve months.............................             421
                                                       --------
         Total.................................          $2,306
                                                         ======


         The  following  table sets forth the  balances  (inclusive  of interest
credited)  of  deposits  in  the  various  types  of  accounts  offered  by  the
Association at the dates indicated.

<TABLE>
<CAPTION>
                                                                      At September 30,
                             ------------------------------------------------------------------------------------------------
                                         2000                             1999                              1998
                             -----------------------------   ------------------------------    ------------------------------
                                        Percent                         Percent                          Percent
                                          of      Increase                of      Increase                 of       Increase
                              Amount     Total   (Decrease)   Amount     Total    (Decrease)      Amount  Total    (Decrease)
                             ---------  -------  ---------   ---------  -------   ---------    --------- --------  ----------
                                                                   (Dollars in Thousands)
<S>                           <C>         <C>    <C>        <C>          <C>     <C>            <C>         <C>     <C>
Noninterest-bearing .......   $   977     2.03%  $    15    $   962      1.87%   $   383        $   579     1.21%   $   181
Demand and NOW checking ...     7,818    16.20    (1,023)     8,841     17.15      1,505          7,336    15.30      1,386
Passbook savings accounts .     5,326    11.04      (343)     5,669     11.00        (49)         5,718    11.93        (14)
Money market deposit ......     2,222     4.60      (631)     2,853      5.53        269          2,584     5.39       (504)
Fixed-rate certificates
   which mature:
   Within one year ........    26,223    54.34     2,520     23,703     45.98        894         22,809    47.57      1,201
   After one year, but
      within three years ..     5,352    11.09    (3,989)     9,341     18.12        906          8,435    17.59      2,005
   After three years ......       338     0.70       160        178      0.35       (305)           483     1.01       (203)
                             --------   ------       ---    -------    ------    -------        -------   ------    -------
      Total ...............   $48,256   100.00%   (3,291)   $51,547    100.00%   $ 3,603        $47,944   100.00%   $ 4,052
                              =======   ======   =======    =======    ======    =======        =======   =======   =======
</TABLE>

          The following  table sets forth the time  deposits in the  Association
classified by rates as of the dates indicated.


                                                At September 30,
                                     --------------------------------------
                                        2000         1999          1998
                                     ----------   ----------   ------------
                                             (Dollars in Thousands)

3.00 - 3.99%....................      $    --     $  2,179      $    --
4.00 - 4.99%....................        6,042       15,782        4,568
5.00 - 5.99%....................       13,561       15,050       26,230
6.00 - 6.99%....................       12,082          211          929
7.00 - 7.99.....................          228           --           --
                                      -------     --------      -------
     Total......................      $31,913      $33,222      $31,727
                                      =======      =======      =======


                                       16


<PAGE>


           The  following  table sets forth the  amount and  maturities  of time
deposits at September 30, 2000.

<TABLE>
<CAPTION>
                                                 Amount Due
                    --------------------------------------------------------------------
                                                                                                        Percent
                                                                                                        of Total
                     Less Than       1 - 2         2 - 3         3 - 4         After                   Certificate
                      One Year       Years         Years         Years        4 Years       Total        Accounts
                    ------------  ------------  ------------  ------------  ------------  ----------   ------------
                                                            (In Thousands)
<S>    <C>              <C>         <C>           <C>          <C>            <C>          <C>             <C>
3.00 - 3.99%......      $    --     $     --      $     --     $      --      $     --     $     --            --
4.00 - 4.99%......        5,508          400           133             2            --        6,043         18.94%
5.00 - 5.99%......       11,845        1,111           292           313            --       13,561         42.49
6.00 - 6.99%......        8,642        3,415             1            --            23       12,081         37.86
7.00 - 7.99%......          228           --            --            --            --          228          0.71
                        -------     --------      --------     ---------      --------     --------      --------
         Total....      $26,223     $  4,926      $    426     $     315      $     23      $31,913        100.00%
                        =======     ========      ========     =========      ========      =======
</TABLE>



         The  following   table  sets  forth  the  deposit   activities  of  the
Association for the periods indicated.

                                              Years Ended September 30,
                                           -------------------------------
                                             2000      1999          1998
                                           -------   --------      -------
                                                   (Dollars in Thousands)

Beginning balance.....................     $51,547    $47,944      $43,892
                                           -------    -------      -------
Net increase (decrease) before
   interest credited..................      (4,943)     2,392        2,437
Interest credited.....................       1,652      1,211        1,615
                                           -------    -------      -------
Net increase (decrease) in deposits...      (3,291)     3,603        4,052
                                           --------   -------      -------

Ending balance........................     $48,256    $51,547      $47,944
                                           =======    =======      =======

         Borrowings.  Savings  deposits are the primary  source of funds for the
Association's  lending and investment  activities  and for its general  business
purposes.  The  Association  has the ability to use  advances  from the FHLB-Des
Moines to supplement its supply of lendable funds and to meet deposit withdrawal
requirements.  The FHLB-Des Moines functions as a central reserve bank providing
credit for savings and loan  associations  and certain  other  member  financial
institutions. As a member of the FHLB-Des Moines, the Association is required to
own capital stock in the FHLB-Des Moines and is authorized to apply for advances
on the security of such stock and certain of its mortgage loans and other assets
(principally  securities  which are  obligations  of, or guaranteed by, the U.S.
Government) provided certain creditworthiness  standards have been met. Advances
are made pursuant to several different credit programs.  Each credit program has
its own  interest  rate  and  range of  maturities.  Depending  on the  program,
limitations  on the amount of advances are based on the  financial  condition of
the member  institution  and the  adequacy of  collateral  pledged to secure the
credit.

                                       17


<PAGE>



         The  following  table  sets forth  certain  information  regarding  the
Association's use of FHLB advances during the periods indicated.

                                              Years Ended September 30,
                                          -------------------------------------
                                            2000         1999          1998
                                          ---------   ----------   ------------
                                                (Dollars in Thousands)

Maximum balance at any month end.........  $13,129       $5,856        $3,986
Average balance..........................   10,215        4,166         1,581
Year end balance.........................   13,117        5,856         3,986
Weighted average interest rate:
     At end of year......................     6.47%        4.64%         5.81%
     During the year.....................     6.08         5.52          5.95

Subsidiary Activities

         In August 1997, the Association acquired Crawford Mortgage, Inc., which
is engaged in the business of mortgage brokerage.

         Federal  associations  generally may invest up to 3% of their assets in
service corporations, provided that at least one-half of any amount in excess of
1% is  used  primarily  for  community,  inner-city  and  community  development
projects.  The Association's  investment in its service corporation at September
30,  2000 did not exceed the limits  applicable  to federal  associations.  NS&L
Enterprises,  Inc.  is a  wholly  owned  subsidiary  of  the  Association.  NS&L
Enterprises  was  established  in 1992 for the purpose of  offering  credit life
insurance  and  discount  brokerage   services.   At  September  30,  2000,  the
Association's investment in NS&L Enterprises was $9,000.00.

                           REGULATION AND SUPERVISION

General

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

                                       18


<PAGE>

Holding Company Regulation

         The  Corporation is a  nondiversified  unitary savings and loan holding
company within the meaning of federal law. As a unitary savings and loan holding
company,  the Corporation  generally is not restricted under existing laws as to
the types of  business  activities  in which it may  engage,  provided  that the
Association  continues to be a qualified thrift lender.  See "--Federal  Savings
Institution Regulation -- QTL Test." Upon any non-supervisory acquisition by the
Corporation  of  another  savings  institution  or  savings  bank that meets the
qualified  thrift lender test and is deemed to be a savings  institution  by the
OTS, the  Corporation  would become a multiple  savings and loan holding company
(if the  acquired  institution  is  held as a  separate  subsidiary)  and  would
generally be limited to activities  permissible for bank holding companies under
Section 4(c)(8) of the Bank Holding  Company Act,  subject to the prior approval
of the OTS, and certain activities authorized by OTS regulation.

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

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

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

Federal Savings Institution Regulation

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

         Capital  Requirements.  The OTS  capital  regulations  require  savings
institutions to meet three minimum capital  standards:  a 1.5% tangible  capital
ratio, a 3% leverage ratio and an 8% risk-based  capital ratio.  Effective April
1, 1999,  however,  the  minimum  core  capital  ratio  increased  to 4% for all
institutions  except  those with the  highest  ratings  on the CAMELS  financial
institution  rating system. In addition,  the prompt corrective action standards
discussed  below also  establish,  in  effect,  a minimum  2%  tangible  capital
standard, a 4% leverage ratio (3% for institutions  receiving the highest rating
on the CAMELS  financial  institution  rating  system),  and,  together with the
risk-based capital standard itself, a 4% Tier I risk-based capital standard. The
OTS  regulations  also  require  that,  in meeting the  tangible,  leverage  and
risk-based capital standards,  institutions must generally deduct investments in
and loans to  subsidiaries  engaged  in  activities  as  principal  that are not
permissible for a national bank.

         The risk-based capital standard for savings  institutions  requires the
maintenance of Tier I (core) and total capital (which is defined as core capital
and  supplementary  capital)  to  risk-weighted  assets  of at  least 4% and 8%,
respectively.  In determining the amount of  risk-weighted  assets,  all assets,
including  certain  off-balance  sheet assets,  are  multiplied by a risk-weight
factor of 0% to 100%,  assigned by the OTS capital regulation based on the risks
believed

                                       19


<PAGE>



inherent  in the type of asset.  Core  (Tier I)  capital  is  defined  as common
stockholders'  equity  (including  retained  earnings),   certain  noncumulative
perpetual preferred stock and related surplus,  and minority interests in equity
accounts  of  consolidated  subsidiaries  less  intangibles  other than  certain
mortgage  servicing  rights and credit card  relationships.  The  components  of
supplementary  capital currently include cumulative  preferred stock,  long-term
perpetual preferred stock, mandatory convertible  securities,  subordinated debt
and  intermediate  preferred  stock,  the  allowance  for loan and lease  losses
limited  to a  maximum  of  1.25%  of  risk-weighted  assets  and  up to  45% of
unrealized  gains  on   available-for-   sale  equity  securities  with  readily
determinable fair values.  Overall, the amount of supplementary capital included
as part of total capital cannot exceed 100% of core capital.

         The  capital   regulations  also  incorporate  an  interest  rate  risk
component.  Savings institutions with "above normal" interest rate risk exposure
are subject to a deduction from total capital for purposes of calculating  their
risk- based capital  requirements.  For the present  time,  the OTS has deferred
implementation  of the interest rate risk component.  At September 30, 2000, the
Association met each of its capital requirements.

         The following  table  presents the  Association's  capital  position at
September 30, 2000.

<TABLE>
<CAPTION>
                                                                            Capital
                                                        Excess     ---------------------------
                        Actual        Required      (Deficiency)      Actual       Required
                       Capital        Capital          Amount         Percent       Percent
                    ------------   ------------   --------------   -------------  ------------
                                                 (Dollars in Thousands)
<S>                   <C>            <C>               <C>             <C>            <C>
Tangible              $8,901         $1,083            $7,818          12.3%          1.5%
Core (Leverage)        8,901          2,877             6,024          12.3           4.0
Risk-based             8,964          2,611             6,353          27.5           8.0

</TABLE>

         Prompt  Corrective  Regulatory  Action.  The  OTS is  required  to take
certain supervisory actions against undercapitalized  institutions, the severity
of  which  depends  upon  the  institution's   degree  of   undercapitalization.
Generally,  a  savings  institution  that has a ratio of total  capital  to risk
weighted  assets  of  less  than  8%,  a  ratio  of  Tier I  (core)  capital  to
risk-weighted  assets of less than 4% or a ratio of core capital to total assets
of less  than 4% (3% or less  for  institutions  with  the  highest  examination
rating) is considered to be "undercapitalized." A savings institution that has a
total risk-based capital ratio less than 6%, a Tier I capital ratio of less than
3% or a leverage  ratio that is less than 3% is considered to be  "significantly
undercapitalized"  and a savings  institution  that has a  tangible  capital  to
assets   ratio   equal  to  or  less  than  2%  is  deemed  to  be   "critically
undercapitalized." Subject to a narrow exception, the OTS is required to appoint
a   receiver   or   conservator   for  an   institution   that  is   "critically
undercapitalized."  The regulation also provides that a capital restoration plan
must be filed  with the OTS  within  45 days of the date a  savings  institution
receives notice that it is "undercapitalized,"  "significantly undercapitalized"
or "critically undercapitalized." Compliance with the plan must be guaranteed by
any  parent  holding  company  in an  amount  of up to the  lesser  of 5% of the
institution's  assets or the  amount  which  would  bring the  institution  into
compliance  with  all  capital  standards.   In  addition,   numerous  mandatory
supervisory  actions  become  immediately   applicable  to  an  undercapitalized
institution,  including,  but not limited to, increased monitoring by regulators
and restrictions on growth,  capital distributions and expansion.  The OTS could
also take any one of a number of discretionary  supervisory  actions,  including
the issuance of a capital  directive  and the  replacement  of senior  executive
officers and directors.

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

                                       20


<PAGE>



         In addition to the assessment for deposit  insurance,  institutions are
required  to make  payments on bonds  issued in the late 1980s by the  Financing
Corporation  ("FICO") to recapitalize the predecessor to the SAIF. By law, there
has been equal sharing of FICO  payments  between SAIF and Bank  Insurance  Fund
members  since  January 1, 2000.  The FDIC has  authority to increase  insurance
assessments. A significant increase in SAIF insurance premiums would likely have
an adverse  effect on the  operating  expenses and results of  operations of the
Association.  Management cannot predict what insurance  assessment rates will be
in the future.

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

         Loans to One Borrower.  Federal law provides that savings  institutions
are  generally  subject to the  limits on loans to one  borrower  applicable  to
national banks. A savings  institution may not make a loan or extend credit to a
single or related group of borrowers in excess of 15% of its unimpaired  capital
and  surplus.  An  additional  amount  may be lent,  equal to 10% of  unimpaired
capital and surplus, if secured by specified  readily-marketable  collateral. At
September 30, 2000,  the  Association's  limit on loans to one borrower was $1.5
million, and the Association's largest aggregate outstanding balance of loans to
one borrower was $702,000.

         QTL Test. Federal law requires savings institutions to meet a qualified
thrift lender test. Under the test, a savings  association is required to either
qualify as a "domestic building and loan association" under the Internal Revenue
Code of  1986,  as  amended  (the  "Code"),  or  maintain  at  least  65% of its
"portfolio  assets" (total assets less: (i) specified liquid assets up to 20% of
total  assets;  (ii)  intangibles,  including  goodwill;  and (iii) the value of
property used to conduct  business) in certain  "qualified  thrift  investments"
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-backed securities) in at least nine months out of each 12 month period.

         A savings  institution  that fails the qualified  thrift lender test is
subject to certain  operating  restrictions  and may be required to convert to a
bank charter. As of September 30, 2000, the Association met the qualified thrift
lender test.  Recent  legislation  has  expanded  the extent to which  education
loans,  credit card loans and small business loans may be considered  "qualified
thrift investments."

         Limitation on Capital Distributions. OTS regulations impose limitations
upon  all  capital  distributions  by  a  savings  institution,  including  cash
dividends,  payments to repurchase  its shares and payments to  shareholders  of
another institution in a cash-out merger. The rule effective in 1998 established
three tiers of institutions  based primarily on an institution's  capital level.
An  institution  that  exceeded  all  capital  requirements  before  and after a
proposed  capital  distribution  ("Tier I Bank") and had not been advised by the
OTS that it was in need of more than  normal  supervision,  could,  after  prior
notice but without  obtaining  approval of the OTS,  make capital  distributions
during the calendar year equal to the greater of (i) 100% of its net earnings to
date during the calendar  year plus the amount that would reduce by one-half the
excess  capital over its capital  requirements  at the beginning of the calendar
year  or  (ii)  75% of its  net  income  for the  previous  four  quarters.  Any
additional  capital   distributions   required  prior  regulatory  approval.  At
September 30, 2000, the Association was a Tier I Bank.  Effective April 1, 1999,
the OTS's capital distribution regulation changed. Under the new regulation,  an
application  to and the prior  approval of the OTS will be required prior to any
capital  distribution  if  the  institution  does  not  meet  the  criteria  for
"expedited  treatment" of applications under OTS regulations  (i.e.,  generally,
safety and soundness,  compliance  and Community  Reinvestment  Act  examination
ratings in the two top  categories),  the total  capital  distributions  for the
calendar  year exceed net income for that year plus the amount of  retained  net
income for the preceding two years,  the institution  would be  undercapitalized
following the distribution or the distribution  would otherwise be contrary to a
statute,  regulation or agreement  with OTS. If an  application is not required,
the  institution  must  still  provide  prior  notice  to  OTS  of  the  capital
distribution.  In the event the Association's  capital fell below its regulatory
requirements  or the OTS  notified  it that it was in need of more  than  normal
supervision,  the Association's  ability to make capital  distributions could be
restricted.  In addition, the OTS could prohibit a proposed capital distribution
by any institution, which would otherwise be permitted by the regulation, if the
OTS  determines  that such  distribution  would  constitute an unsafe or unsound
practice.

                                       21


<PAGE>



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

         Assessments.  Savings  institutions  are required to pay assessments to
the OTS to fund the  agency's  operations.  The general  assessments,  paid on a
semi-annual  basis,  are computed upon the savings  institution's  total assets,
including  consolidated  subsidiaries,  as reported in the Association's  latest
quarterly thrift financial report.

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

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

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

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

Federal Home Loan Bank System

         The  Association  is a member of the FHLB System,  which consists of 12
regional FHLBs. The FHLB provides a central credit facility primarily for member
institutions.  The Association,  as a member of the FHLB-Des Moines, is required
to acquire and hold shares of capital stock in the FHLB-Des  Moines in an amount
at least equal to 1.0% of the

                                       22


<PAGE>



aggregate principal amount of its unpaid residential  mortgage loans and similar
obligations at the beginning of each year, or 1/20 of its advances  (borrowings)
from  the  FHLB-Des  Moines,  whichever  is  greater.  The  Association  was  in
compliance with this  requirement  with an investment in FHLB stock at September
30,  2000,  of $657,000.  FHLB  advances  must be secured by specified  types of
collateral  and all  long-term  advances may only be obtained for the purpose of
providing funds for residential housing finance.

         The FHLBs are required to provide funds for the resolution of insolvent
thrifts  and  to  contribute  funds  for  affordable  housing  programs.   These
requirements  could reduce the amount of  dividends  that the FHLBs pay to their
members and could also result in the FHLBs imposing a higher rate of interest on
advances to their members.

Federal Reserve System

         The Federal Reserve Board regulations  require savings  institutions to
maintain  non-interest  earning  reserves  against  their  transaction  accounts
(primarily NOW and regular checking accounts). The regulations generally provide
that reserves be maintained against aggregate  transaction  accounts as follows:
for accounts  aggregating  $46.5  million or less  (subject to adjustment by the
Federal  Reserve  Board)  the  reserve  requirement  is  3%;  and  for  accounts
aggregating  greater  than $46.5  million,  the  reserve  requirement  is $1.395
million plus 10% (subject to adjustment by the Federal  Reserve Board between 8%
and 14%) against that portion of total  transaction  accounts in excess of $46.5
million.  The first $4.9 million of otherwise  reservable  balances  (subject to
adjustments  by the  Federal  Reserve  Board)  are  exempted  from  the  reserve
requirements. The Association complies with the foregoing requirements.

                           FEDERAL AND STATE TAXATION

Federal Taxation

         General.  The Corporation and the Association  report their income on a
fiscal year,  consolidated  basis and 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 Corporation or the Association. For its 2000 taxable year, the
Corporation is subject to a maximum federal income tax rate of 34%.

         Bad Debt  Reserves.  For fiscal years  beginning  prior to December 31,
1996, thrift  institutions which qualified under certain  definitional tests and
other conditions of the Code were permitted to use certain favorable  provisions
to calculate their  deductions from taxable income for annual additions to their
bad debt  reserve.  A reserve could be  established  for bad debts on qualifying
real property loans (generally secured by interests in real property improved or
to be improved)  under the percentage of taxable income method or the experience
method.  The reserve for  nonqualifying  loans was computed using the experience
method.

         Congress  repealed the reserve  method of accounting  for bad debts for
tax years  beginning after 1995 and required  savings  institutions to recapture
(i.e.,  take  into  income)  certain  portions  of  their  accumulated  bad debt
reserves. Thrift institutions eligible to be treated as "small banks" (assets of
$500 million or less) are allowed to use the  experience  method  applicable  to
such  institutions,  while thrift  institutions  that are treated as large banks
(assets exceeding $500 million) are required to use only the specific charge-off
method.  Thus,  the  percentage of taxable  income method of accounting  for bad
debts is no longer available for any financial institution.

         Distributions. If the Association makes "non-dividend distributions" to
the Corporation,  such  distributions  will be considered to have been made from
the Association's  unrecaptured tax bad debt reserves  (including the balance of
its reserves as of December 31, 1987) to the extent  thereof,  and then from the
Association's  supplemental  reserve for losses on loans, to the extent thereof,
and an amount based on the amount  distributed  (but not in excess of the amount
of such reserves)  will be included in the  Association's  income.  Non-dividend
distributions  include  distributions in excess of the Association's current and
accumulated earnings and profits, as calculated for federal income tax purposes,

                                       23


<PAGE>



distributions in redemption of stock,  and  distributions in partial or complete
liquidation.  Dividends  paid out of the  Association's  current or  accumulated
earnings and profits will not be so included in its income.


         The amount of additional  taxable income triggered by a non-dividend is
an amount that, when reduced by the tax attributable to the income,  is equal to
the amount of the  distribution.  Thus, if the Association  makes a non-dividend
distribution to the Corporation, approximately one and one-half times the amount
of such distribution (but not in excess of the amount of such reserves) would be
includable  in income for federal  income tax  purposes,  assuming a 34% federal
corporate income tax rate. The Association does not intend to pay dividends that
would result in a recapture of any portion of its bad debt reserves.


State Taxation

         Missouri imposes an 7% franchise tax based on a financial institution's
adjusted gross income as defined by statute. In computing adjusted gross income,
deductions  for  municipal  interest,  U.S.  Government  interest,  the bad debt
deduction  computed using the reserve  method and pre-1990 net operating  losses
are  disallowed.  The  Association's  state  franchise tax returns have not been
audited for the past five tax years.

Personnel

         As of  September  30, 2000,  the  Corporation  had 27  full-time  and 4
part-time  employees.   The  employees  are  not  represented  by  a  collective
bargaining unit and the Corporation believes its relationship with its employees
to be good.

Item 2.  Description of Properties

         The  Association  has two  offices,  both of  which  are  owned  by the
Association.  The Association's  main office is located at 111 East Main Street,
Neosho,  Missouri 64850. The office was opened in 1963 and the square footage is
approximately  6,840 feet.  At  September  30,  2000,  the net book value of the
property  (including  land and building) was $419,000.  The  Association has one
branch office, which is located at 713 Neosho Boulevard, Neosho, Missouri 64850.
The branch  office was  opened in 1986 and the square  footage is  approximately
2,922 feet.  At  September  30,  2000,  the net book value of the  property  was
$180,000.  The net  book  value of the  Association's  fixtures,  furniture  and
equipment at September 30, 2000 was $111,000.  Crawford  Mortgage has furniture,
fixtures and  equipment  with a net book value of $50,000 at September 30, 2000.
The  Corporation  owns a building lot with a book value of $303,000 at September
30, 2000.

Item 3.  Legal Proceedings

         Periodically, there have been various claims and lawsuits involving the
Association,  such as claims  to  enforce  liens,  condemnation  proceedings  on
properties in which the Association holds security  interests,  claims involving
the making and servicing of real property loans and other issues incident to the
Association's  business.  Neither the Corporation nor the Association is a party
to any pending legal  proceedings that it believes would have a material adverse
effect on the  financial  condition  or  operations  of the  Corporation  or the
Association.

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

         No matters  were  submitted  to a vote of security  holders  during the
quarter ended September 30, 2000.

                                       24


<PAGE>




                                     PART II

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

         The  information  contained  in the  section  captioned  "Common  Stock
Information" in the Annual Report is incorporated herein by reference.

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

         The  information  contained  in  the  section  captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report is incorporated herein by reference.

Item 7.  Financial Statements

          Independent Auditors Report* (a) Consolidated  Statements of Financial
          Condition  as  of  September  30,  1999  and  2000  (b)   Consolidated
          Statements of Income for the Years Ended  September 30, 1998, 1999 and
          2000 (c) Consolidated Statements of Stockholders' Equity For the Years
          Ended September 30, 1998, 1999 and 2000

         (d)  Consolidated Statements of Cash Flows For the Years Ended
              September 30, 1998, 1999 and 2000
         (e)  Notes to Consolidated Financial Statements

         *  Contained  in the  Annual  Report  filed as an  exhibit  hereto  and
         incorporated  herein by reference.  All schedules  have been omitted as
         the required  information  is either  inapplicable  or contained in the
         Consolidated  Financial  Statements or related  Notes  contained in the
         Annual Report.

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

         No  disagreement  with the  Corporation's  independent  accountants  on
accounting  and  financial  disclosure  has occurred  during the two most recent
fiscal years.

                                                     PART III

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

         The information  contained under the section  captioned  "Proposal 1 --
Election  of  Directors"  in the  Proxy  Statement  is  incorporated  herein  by
reference.

         The following table sets forth certain  information with respect to the
executive officers of the Corporation and the Association. Each of the executive
officers holds the same position with the Corporation and the Association.

                          Age at
                       September 30,

Name                       2000          Position
----                       ----          --------
George A. Henry              77          Chairman of the Board
C.R. "Rick" Butler           53          President and Director
Dorothy A. LaDue             61          Senior Vice President and Secretary
Carol A. Guest               54          Treasurer

         The  following  is  a  description  of  the  principal  occupation  and
employment  of the executive  officers of the  Corporation  and the  Association
during at least the past five years:

                                       25


<PAGE>



         George A. Henry served as a judge on the Newton  County  Circuit  Court
for 14 years until his retirement in 1990.  Judge Henry has served as a director
of the Association  since 1964 and was elected Chairman of the Board in 1990. He
currently serves on the Newton Country Library Board and is a past member of the
Administrative Council of the Neosho United Methodist Church.

         C.  R.  "Rick"  Butler  is  President  of  the   Corporation   and  the
Association.  Mr. Butler joined the  Association  in August 1982 as the managing
officer and  director.  He currently  serves on the Board of Trustees of Crowder
College,  is a board  member  of the  Neosho  United  Fund and the  Neosho  Area
Business  Industrial  Development  Foundation,  and is a member of the  Economic
Development  Committee of the Neosho Area Chamber of Commerce.  Mr.  Butler also
serves  as a  Director  of  District  2 of  the  Missouri  League  of  Financial
Institutions.

         Dorothy  A.  LaDue  is  Senior  Vice  President  and  Secretary  of the
Corporation and the  Association.  Mrs. LaDue joined the Association in 1974 and
has  worked in all areas of  operations.  She is an active  member of the Neosho
Area Chamber of Commerce serving on numerous Chamber committees.

         Carol A. Guest is Treasurer  of the  Corporation  and the  Association.
Mrs. Guest, a Certified Public Accountant, joined the Association in 1990 and is
the officer in charge of the Association's accounting department.

Item 10.  Executive Compensation

         The information  contained under the section  captioned  "Proposal 1 --
Election  of  Directors"  in the  Proxy  Statement  is  incorporated  herein  by
reference.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         (a)   Security Ownership of Certain Beneficial Owners

               Information  required  by this  item is  incorporated  herein  by
               reference to the section captioned "Stock Ownership" of the Proxy
               Statement.

         (b)   Security Ownership of Management

               Information  required  by this  item is  incorporated  herein  by
               reference to the sections  captioned  and "Stock  Ownership"  and
               "Proposal 1 -- Election of Directors" of the Proxy Statement.

         (c)   Changes in Control

               The Corporation is not aware of any  arrangements,  including any
               pledge  by any  person  of  securities  of the  Corporation,  the
               operation of which may at a subsequent date result in a change in
               control of the Corporation.

Item 12.  Certain Relationships and Related Transactions

         The  information  required  by this  item  is  incorporated  herein  by
reference to the section captioned "Transactions with Management."

                                       26


<PAGE>



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

        (a)   Exhibits

              3.1     Articles   of   Incorporation   of  NS&L   Bancorp,   Inc.
                      (incorporated   by   reference   to  Exhibit  3.1  to  the
                      Registrant's    Registration   Statement   on   Form   S-1
                      (33-89836))

              3.2     Bylaws of NS&L Bancorp, Inc. (incorporated by reference to
                      Exhibit 3.2 to the Registrant's  Registration Statement on
                      Form S-1 (33-89836))

              10.1    Employment  Agreement with C.R.  Butler  (incorporated  by
                      reference to the registrant's Annual Report on Form 10-KSB
                      for the year ended September 30, 1995)

              10.2    NS&L Bancorp, Inc. 1995 Stock Option Plan (incorporated by
                      reference to Exhibit A to the Registrant's Proxy Statement
                      for the 1996 Annual Meeting of Stockholders)

              10.3    NS&L Bancorp, Inc. Management  Recognition and Development
                      Plan  (incorporated  by  reference  to  Exhibit  B to  the
                      Registrant's  Proxy  Statement for the 1996 Annual Meeting
                      of Stockholders)

              13      Annual Report to Stockholders

              21      Subsidiaries of the Registrant

              23      Consent of Independent Auditors

              27      Financial Data Schedule

        (b)   Report on Form 8-K

              No Forms 8-K were filed during the quarter ended September 30,
              2000.

                                       27


<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.

                                       NS&L BANCORP, INC.



Date: December 29, 2000                By: /s/ C.R. Butler
                                          --------------------------------------
                                          C.R. Butler
                                          President and Chief Executive Officer
                                         (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/ C.R.Butler                                            December 29, 2000
   -----------------------------------------------
        C.R. Butler

        President and Chief Executive Officer
        (Principal Executive Officer)


By: /s/ Carol A. Guest                                        December 29, 2000
   -----------------------------------------------
      Carol A. Guest
      Treasurer

      (Principal Financial and Accounting Officer)


By: /s/ George A. Henry                                       December 29, 2000
   -----------------------------------------------
      George A. Henry
      Chairman of the Board and Director

By: /s/ John C. Genisio                                       December 29, 2000
   -----------------------------------------------
      John C. Genisio
      Director

By: /s/ Ralph J. Hass                                         December 29, 2000
   -----------------------------------------------
      Ralph J. Haas
      Director

By: /s/ Robert J. Johnson                                     December 29, 2000
   -----------------------------------------------
      Robert J. Johnson
      Director

By: /s/ John D. Mills                                         December 29, 2000
   -----------------------------------------------
      John D. Mills
      Director


<PAGE>



By: /s/ Larry Neff                                            December 29, 2000
   -----------------------------------------------
      Larry Neff
      Director