SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549
                                        FORM 10-Q

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

        For the Quarterly Period Ended June 30, 1997

                                             OR

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

                              Commission File Number: 0-26556
 
                              KLAMATH FIRST BANCORP, INC.
                   (Exact name of registrant as specified in its charter)

         Oregon                                                     93-1180440 
State or other jurisdiction of incorporation                   (I.R.S. Employer
or organization)                                          Identification Number)

540 Main Street, Klamath Falls, Oregon                                    97601
Address of principal executive offices)                               (Zip Code)

Registrant's telephone number, including area code:              (541) 882-3444
 
Securities registered pursuant to Section 12(b) of the Act:                None
 
Securities registered pursuant to 
Section 12(g) of the Act:                Common Stock, par value $.01 per share
                                                                (Title of Class)

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

     As of July 31, 1997, there were issued and outstanding  9,137,717 shares of
the Registrant's  Common Stock.  The Registrant's  voting common stock is traded
over-the-counter  and is listed on the Nasdaq  National  Market under the symbol
"KFBI."

<PAGE>


                   KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS

Part I.  Financial Information
-------  ----------------------
Item 1.  Financial Statements                                             Page
                                                                          ----
         Consolidated Statements of Financial Condition
         As of June 30, 1997 and September 30, 1996)                        3

         Consolidated Statements of Earnings (For the three months
         and nine months ended June 30, 1997 and 1996)                      4

         Consolidated Statement of Shareholders' Equity
         (For the year ended September 30, 1996 and for
         the nine months ended June 30, 1997)                               5

         Consolidated Statements of Cash Flows (For the nine
         months ended June 30, 1997 and 1996)                             6 - 7

         Notes to Consolidated Financial Statements                       8 - 9

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            10 - 15

Part II. Other Information
-------- -------------------

Item 1.  Legal Proceedings                                                 16

Item 2.  Changes in Securities                                             16

Item 3.  Defaults Upon Senior Securities                                   16

Item 4.  Submission of Matters to a Vote of Security Holders               16

Item 5.  Other Information                                                 16

Item 6.  Exhibits and Reports on Form 8-K                                  16

Signatures                                                                 17

<PAGE>
<TABLE>

                                         KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                         AS OF JUNE 30, 1997 AND SEPTEMBER 30, 1996
                                                         (Unaudited)

                                                                                 June 30, 1997      September 30, 1996
ASSETS                                                                  ----------------------  ----------------------

<S>                                                                             <C>                     <C>       
Cash and due from banks ......................................................   $   3,434,318           $   6,841,554
Federal funds sold ...........................................................      10,285,686               9,338,079
                                                                                 -------------           -------------
   Total cash and cash equivalents ...........................................      13,720,004              16,179,633

Investment securities available for sale, at fair value ......................      66,343,067              75,986,611
  (amortized cost: $66,848,722 and $77,071,211)
Investment securities held to maturity, at amortized cost (fair
  value: $19,685,340 and $9,860,165) .........................................      19,701,594               9,827,193
Mortgage backed and related securities available for sale, at fair
  value (amortized cost: $68,637,829 and $74,249,350) ........................      69,321,749              74,109,321
Mortgage backed and related securities held to maturity, at amortized
  cost (fair value: $5,988,492 and $6,736,007) ...............................       5,922,438               6,783,001
Loans receivable, net ........................................................     531,461,310             473,555,988
Real estate owned ............................................................            --                    69,483
Premises and equipment, net ..................................................       5,329,795               4,964,262
Stock in Federal Home Loan Bank of Seattle, at cost ..........................       7,009,100               4,773,800
Accrued interest receivable, net .............................................       5,589,171               5,037,285
Other assets .................................................................       3,504,972                 682,814
                                                                                 -------------           -------------
   Total assets ..............................................................   $ 727,903,200           $ 671,969,391
                                                                                 =============           =============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
  Deposit liabilities ........................................................   $ 418,205,145           $ 399,673,180
  Accrued interest on savings deposits .......................................         698,972                 712,408
  Advances from borrowers for taxes and insurance ............................       6,160,806               7,831,127
  Advances from Federal Home Loan Bank of Seattle ............................     137,000,000              90,000,000
  Short term borrowings ......................................................      18,883,000              14,904,400
  Accrued interest on borrowings .............................................         695,255                 323,163
  Pension liability ..........................................................         769,599                 668,088
  Deferred federal and state income taxes ....................................       1,632,804                 735,596
  Other liabilities ..........................................................       1,576,967               3,710,455
                                                                                 -------------           -------------
    Total liabilities ........................................................     585,622,548             518,558,417
                                                                                 -------------           -------------

SHAREHOLDERS' EQUITY
  Preferred stock, $.01 par value, 500,000 shares authorized; none issued ....               --                     --
  Common stock, $.01 par value, 35,000,000 shares authorized, March 31, 1997 -
    10,451,223 issued, 9,081,113 outstanding; September 30, 1996 - 11,612,470,
    10,242,360 shares outstanding ............................................         104,295                 116,124
  Additional paid-in-capital .................................................      92,361,548             110,762,678
  Retained earnings-substantially restricted .................................      63,401,486              59,082,479
  Unearned shares issued to ESOP .............................................      (8,073,862)             (8,807,850)
  Unearned shares issued to MRDP .............................................      (5,623,340)             (6,694,470)
  Net unrealized gain (loss) on securities available for sale ................         110,525              (1,047,987)
                                                                                 -------------           -------------
    Total shareholders' equity ...............................................     142,280,652             153,410,974
                                                                                 -------------           -------------
    Total liabilities and shareholders' equity ...............................   $ 727,903,200           $ 671,969,391
                                                                                 =============           =============

      See notes to consolidated financial statements 
</TABLE>



                                                             3
<PAGE>
<TABLE>

                                         KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY
                                             CONSOLIDATED STATEMENTS OF EARNINGS
                                                         (Unaudited)


                                    Three Months Ended  Three Months Ended  Nine Months Ended  Nine Months Ended
                                         June 30, 1997       June 30, 1996      June 30, 1997      June 30, 1996
                                        --------------      --------------     --------------     --------------
INTEREST INCOME
<S>                                       <C>                  <C>               <C>                <C>        
  Loans receivable                        $10,421,417          $8,952,474        $29,894,602        $25,856,624
  Mortgage backed and related securities    1,163,693             569,251          3,558,732          1,299,762
  Investment securities                     1,318,728           1,788,728          3,984,913          4,969,983
  Federal funds sold                          158,120             114,039            606,464          1,136,710
  Interest bearing deposits                    19,251              19,583             48,663            237,650
                                        --------------      --------------     --------------     --------------
    Total interest income                  13,081,209          11,444,075         38,093,374         33,500,729
                                        --------------      --------------     --------------     --------------

INTEREST EXPENSE
  Deposit liabilities                       5,367,615           5,051,671         15,665,078         15,171,896
  FHLB advances                             1,629,471             626,475          4,569,220          1,635,992
  Other                                       306,714             102,404            783,440            165,275
                                        --------------      --------------     --------------     --------------
    Total interest expense                  7,303,800           5,780,550         21,017,738         16,973,163
                                        --------------      --------------     --------------     --------------
    Net interest income                     5,777,409           5,663,525         17,075,636         16,527,566

Provision for loan losses                      45,000              30,000            315,000             90,000
                                        --------------      --------------     --------------     --------------

    Net interest income after
      provision for loan losses             5,732,409           5,633,525         16,760,636         16,437,566
                                        --------------      --------------     --------------     --------------

NON-INTEREST INCOME
  Fees and service charges                     84,094              69,221            232,564            188,695
  Gain on sale of investments                      --                  --             2,143                  --
  Gain on sale of real estate owned                 0              10,872             27,946             10,872
  Other income                                 19,030              15,440             54,717             73,238
                                        --------------      --------------     --------------     --------------
    Total non-interest income                 103,124              95,533            317,370            272,805
                                        --------------      --------------     --------------     --------------
NON-INTEREST EXPENSE
  Compensation, employee benefits 
  and related expense                       1,588,430             952,407          4,820,042          2,889,393
  Occupancy expense                           291,456             253,550            765,837            739,497
  Data processing expense                      87,226              80,487            303,237            261,625
  Insurance premium expense                    65,214             219,769            310,321            682,841
  Loss on sale of investments                      --                  --             14,530                 --
  Loss on sale of real estate owned                 0               1,581                 --              6,271
  Other expense                               411,334             371,134          1,275,993          1,067,502
                                        --------------      --------------     --------------     --------------
    Total non-interest expense              2,443,660           1,878,928          7,489,960          5,647,129
                                        --------------      --------------     --------------     --------------

Earnings before income taxes                3,391,873           3,850,130          9,588,046         11,063,242

Provision for income tax                    1,342,100           1,438,339          3,143,909          4,003,346
                                        --------------      --------------     --------------     --------------

Net earnings                               $2,049,773          $2,411,791         $6,444,137         $7,059,896
                                        =============       =============      =============      =============

Earnings per common share (based on 
   weighted average shares outstanding)         $0.22               $0.22              $0.68              $0.63

Weighted average number of 
  shares outstanding                        9,464,496          10,867,241          9,536,833         11,125,868



      See notes to consolidated financial statements.
</TABLE>


                                                             4
<PAGE>
<TABLE>

                                         KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                        FOR THE YEAR ENDED SEPTEMBER 30, 1996 AND THE NINE MONTHS ENDED JUNE 30, 1997
                                                         (Unaudited)


                                                      Additional                  Unearned    Unrealized      Unearned         Total
                          Common Stock Common Stock      paid-in     Retained  ESOP shares   gain (loss) shares issued shareholders'
                                Shares       Amount      capital     earnings      at cost on securities to MRDP Trust        equity
                        -------------- ------------ ------------ ------------ ------------ ------------- ------------- -------------
<S>                         <C>            <C>      <C>           <C>          <C>           <C>           <C>         <C>         
Balance at October 1, 1995  12,233,125     $122,331 $119,230,653  $55,811,362  ($9,786,500)    ($692,781)          $-- $164,685,065

Cash dividends                      --           --           --   (2,838,680)          --            --            --   (2,838,680)
 
Earned ESOP shares                  --           --      417,652           --      978,650            --            --    1,396,302
 
Unrealized loss on 
  securities available
  for sale                          --           --           --           --           --      (355,206)           --     (355,206)
 
Unearned shares issued to 
  MRDP Trust                        --           --           --           --           --            --    (6,694,470)  (6,694,470)

Stock retirement              (620,655)      (6,207)  (8,885,627)          --           --            --            --   (8,891,834)

Net earnings                        --           --           --    6,109,797           --            --            --    6,109,797
                        -------------- ------------ ------------ ------------ ------------ ------------- ------------- -------------
Balance at 
September 30, 1996          11,612,470     $116,124 $110,762,678  $59,082,479  ($8,807,850)  ($1,047,987)  ($6,694,470)$153,410,974

Cash dividends                      --           --           --   (2,125,130)          --            --            --   (2,125,130)

Unrealized gain on 
  securities available 
  for sale                          --           --           --           --           --     1,158,512            --    1,158,512

Stock retirement            (1,182,936)     (11,829) (18,866,299)          --           --            --            --  (18,878,128)

ESOP contribution                   --           --      465,169           --      733,988            --            --    1,199,157

MRDP contribution                   --           --           --           --           --            --     1,071,130    1,071,130

Net earnings                        --           --           --    6,444,137           --            --            --    6,444,137
                        -------------- ------------ ------------ ------------ ------------ ------------- ------------- -------------
Balance at June 30, 1997    10,429,534     $104,295  $92,361,548  $63,401,486  ($8,073,862)     $110,525   ($5,623,340)$142,280,652
                        ============== ============ ============ ============ ============ ============= ============= ============

      See notes to consolidated financial statements.
</TABLE>










                                                                    5
<PAGE>
<TABLE>

                                               KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY
                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996
                                                               (Unaudited)

                                                               Nine Months Ended       Nine Months Ended
                                                                   June 30, 1997           June 30, 1996
                                                                  --------------          --------------
<S>                                                                 <C>                    <C>          
CASH FLOWS FROM OPERATING ACTIVITIES
   Net earnings                                                      $6,444,137              $7,059,896
                                                                  --------------          --------------
ADJUSTMENTS TO RECONCILE NET EARNINGS TO
NET CASH PROVIDED BY OPERATING ACTIVITIES
   Depreciation                                                         276,792                 310,428
   Provision for loan losses                                            313,631                  90,000
   Compensation expense related to ESOP benefit                       1,199,156                 977,099
   Compensation expense related to MRDP Trust                         1,071,130                      --
   Net amortization of premiums (discounts)  paid on
     investment and mortgage backed and related securities              329,399                  60,909
   Increase in deferred loan fees, net of amortization                  626,530                 528,012
   Accretion of discounts on purchased loans                               (244)                  2,998
   Net (gain) loss on sale of real estate owned and
     premises and equipment                                              (3,234)                 (6,182)
   Net (gain) loss on sale of investment and mortgage
     backed and related securities                                       12,387                      --
   FHLB stock dividend                                                 (353,700)               (253,800)
CHANGES IN ASSETS AND LIABILITIES
   Accrued interest receivable                                         (551,886)             (1,673,482)
   Other assets                                                      (2,822,158)               (117,008)
   Accrued interest on deposit liabilities                              (13,436)               (141,070)
   Accrued interest on borrowings                                       372,092                      --
   Pension liabilities                                                  101,511                  94,511
   Deferred federal and state income taxes                              652,825                 481,804
   Other liabilities                                                 (1,849,030)             (1,433,173)
                                                                  --------------          --------------
Total adjustments                                                      (638,235)             (1,078,954)
                                                                  --------------          --------------
Net cash provided by operating activities                             5,805,902               5,980,942
                                                                  --------------          --------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from maturity of investment securities
     held to maturity                                                31,949,466              70,783,975
   Proceeds from maturity of investment securities
     available for sale                                               2,000,000                      --
   Principal repayments received on mortgage
      backed and related securities                                  15,276,575               6,150,407
   Principal repayments received on loans                            40,509,940              49,888,936
   Loan originations                                                (99,355,177)           (102,657,770)
   Purchase of investment securities held
     to maturity                                                    (41,843,264)                     --
   Purchase of investment securities available
     for sale                                                        (7,862,997)           (123,004,855)
   Purchase of mortgage backed and related
     securities held to maturity                                             --                      --
   Purchase of mortgage backed and related
     securities available for sale                                  (14,850,705)            (49,005,784)
   Purchase of FHLB stock                                            (4,307,500)                     --
   Proceeds from sale of FHLB stock                                   2,425,900                      --
   Proceeds from sale of investment securities
     available for sale                                              16,066,044                      --
   Proceeds from sale of mortgage backed and related
     securities available for sale                                    5,743,267                      --
   Proceeds from sale of real estate owned and
     premises and equipment                                              72,717                 178,568
   Purchases of premises and equipment                                 (642,325)               (116,022)
                                                                  --------------          --------------
Net cash used in investing activities                               (54,818,059)           (147,782,545)
</TABLE>


                                                                    6
<PAGE>
<TABLE>

                                               KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY
                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996
                                                               (Unaudited)
                                                               (continued)

                                                              
                                                               Nine Months Ended       Nine Months Ended
                                                                   June 30, 1997           June 30, 1996
                                                                  --------------          --------------
<S>                                                                 <C>                    <C>          
CASH FLOWS FROM FINANCING ACTIVITIES
   Increase/(decrease) in deposit
    liabilities, net of withdrawals                                 $18,531,965              $9,602,722
   Proceeds from FHLB advances                                      157,000,000              38,000,000
   Repayments of FHLB advances                                     (110,000,000)                     --
   Proceeds from short term borrowings                               56,538,250               7,033,900
   Repayments of short term borrowings                              (52,559,650)                     --
   Repayment from stock over subscription                                    --             (65,685,300)
   Purchase stock for MRDP Trust                                             --              (6,694,469)
   Stock retirement                                                 (18,878,128)                     --
   Advances from borrowers for tax and insurance                     (1,670,321)             (2,452,894)
   Dividends paid                                                    (2,409,588)             (1,294,266)
                                                                  --------------          --------------
Net cash provided by financing activities                            46,552,528             (21,490,307)
                                                                  --------------          --------------
Net (decrease) increase in cash and cash
  equivalents                                                        (2,459,629)           (163,291,910)

Cash and cash equivalents at beginning of year                       16,179,633             175,994,270
                                                                  --------------          --------------
Cash and cash equivalents at end of year                            $13,720,004             $12,702,360
                                                                  ==============          ==============
SUPPLEMENTAL SCHEDULE OF INTEREST AND INCOME
  TAXES PAID
   Interest paid                                                    $20,659,080             $17,046,265
   Income taxes paid                                                  2,431,459               3,948,269

SUPPLEMENTAL SCHEDULE OF NONCASH
  INVESTING ACTIVITIES
   Transfer of investment securities from held
     to maturity to available for sale at
     estimated fair market value                                            $--             $27,171,074
   Transfer of mortgage backed and related
     securities from held to maturity to
     available for sale at estimated fair
     value                                                                   --               1,717,890
   Net unrealized gain (loss) on securities
     available for sale                                               1,158,512                (784,181)
   Dividends declared and accrued in other
     liabilities                                                        783,842                 795,153

      See notes to consolidated financial statements.
</TABLE>




                                                                    7
<PAGE>
                   KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. BASIS OF PRESENTATION

In the opinion of Management, the accompanying unaudited consolidated statements
contain all  adjustments  necessary  for a fair  presentation  of Klamath  First
Bancorp,  Inc.'s (the  "Company")  financial  condition as of June 30, 1997, and
September 30, 1996,  the results of  operations  for the three months ended June
30, 1997 and 1996 and for the nine  months  ended June 30, 1997 and 1996 and the
cash flows for the nine months ended June 30, 1997 and 1996. Certain information
and note  disclosures  normally  included in  financial  statements  prepared in
accordance  with  generally  accepted  accounting  principles  have been omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
It is  suggested  that  these  consolidated  financial  statements  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Company's  Annual Report on Form 10-K. The results of operations
for the three  months and nine months  ended June 30,  1997 are not  necessarily
indicative of the results which may be expected for the entire fiscal year.

2.  ALLOWANCE FOR LOAN LOSSES

                                            June 30, 1997    September 30, 1996
                                           --------------    ------------------
Balance, beginning of year                      $927,820              $807,820
Charge-offs                                       (1,369)                   --
Additions                                        315,000               120,000
                                           --------------    ------------------
Balance, end of period                        $1,241,451              $927,820
                                           ==============    ==================

Additions  to the  allowance  for loan losses were  increased  during the period
ended June 30, 1997 in response to the purchase of $9.3 million of loans secured
by multi-family  residential property and $2.2 million of commercial real estate
loans which are higher yielding and have more associated risk than the Company's
traditional portfolio of one- to four-family residential mortgages. In addition,
the monthly  contribution  to loan loss  allowance was increased from $10,000 to
$15,000 in  response to greater  loan  volume in other than  one-to  four-family
residential loans. The allowance will continue to be analyzed as the Association
expands its lending products for the consumer and commercial markets.
 
3. ADVANCES FROM FEDERAL HOME LOAN BANK

Borrowings at June 30, 1997 consisted of ten short term advances  totaling $87.0
million and five long term advances totaling $50.0 million from the Federal Home
Loan Bank of Seattle ("FHLB").  The advances are  collateralized in aggregate by
certain  mortgages  or deeds of trust,  securities  of the U.S.  Government  and
agencies thereof and cash on deposit with the FHLB.
<TABLE>

                                      June 30, 1997                              September 30, 1996
                        --------------------------------------------  -------------------------------------------------
                                            Range of        Weighted                       Range of           Weighted
                                            interest         average                       interest            average
                               Amount          rates   interest rate          Amount          rates      interest rate
                        -------------- -------------- ---------------  -------------- --------------    ---------------
<S>                       <C>             <C>                   <C>       <C>            <C>                      <C>  
Due within one year        $87,000,000    5.57%-5.84%           5.75%     $65,000,000    5.40%-5.64%              5.53%

After two but within
five years                  50,000,000    5.39%-5.87%           5.57%      25,000,000    5.53%-5.74%              5.66%
                        --------------                                 --------------
                          $137,000,000                                    $90,000,000
                        ==============                                 ==============
</TABLE>


                                                                    8
<PAGE>


4. SHORT TERM BORROWINGS

Securities  sold under  agreements  to  repurchase  totaled  $18.9  million with
interest  rates from  5.65% to 5.80%.  All of the  agreements  are due within 90
days.

5. REGULATORY CAPITAL

The following table  illustrates the compliance by Klamath First Federal Savings
and Loan Association (the  "Association") with currently  applicable  regulatory
capital requirements at June 30, 1997:
<TABLE>

                                                                                Categorized as "Well
                                                                                  Capitalized" Under
                                                           For Capital             Prompt Corrective
                                   Actual            Adequacy Purposes              Action Provision
                           -------------- -------       -------------- -------        -------------- -------  
                                   Amount   Ratio               Amount   Ratio                Amount   Ratio
As of June 30, 1997
<S>                           <C>            <C>            <C>            <C>            <C>           <C>  
 Total Capital:               116,225,237    35.3%          26,325,744     8.0%           32,907,180    10.0%
  (To Risk Weighted Assets)
 Tier I Capital:              114,983,786    34.9%                 N/A                    19,744,308     6.0%
  (To Risk Weighted Assets)
 Tier I Capital:              114,983,786    16.8%          20,527,142     3.0%           34,211,903     5.0%
  (To Total Assets)
 Tangible Capital:            114,983,786    16.8%          10,263,571     1.5%                  N/A
  (To Total Assets)

</TABLE>

6. SHAREHOLDERS' EQUITY

During the quarter ended December 31, 1996, the Company  received  approval from
the Office of Thrift  Supervision to repurchase 10% of its  outstanding  shares.
This  repurchase was begun on December 31, 1996,  with the repurchase of 240,000
shares.  The remaining  921,247  shares were  repurchased  in January 1997.  The
shares were repurchased at an average price of $15.93.  On April 9, 1997, 21,689
shares  were  repurchased  at $17.37 per share  related to release of shares for
MRDP awards.

7. EARNINGS PER SHARE

Earnings per share is computed  using the weighted  average number of common and
common equivalent shares outstanding during the period. Common stock equivalents
include shares held by the Company's Employee Stock Ownership Plan ("ESOP") that
are committed for release,  shares  awarded but not released under the Company's
Management  Recognition and Development Plan ("MRDP"), and stock options granted
under the Stock Option Plan.

8. BRANCH ACQUISITION

On March 5, 1997, the Company entered into a definitive agreement to purchase 25
branches from Wells Fargo Bank, N.A. The transaction closed as scheduled on July
18, 1997. The  transaction  will be accounted for as a purchase under  generally
accepted   accounting   principles.   The  purchase   included   assumption   of
approximately  $241.3  million in deposit  liabilities  and  purchase  of branch
facilities and other assets of approximately $6.3 million. The acquired branches
are located in rural Oregon communities,  extending the Association's  market to
33 branches in 22 counties throughout the state.


                                        9
<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Safe Harbor Clause. This report contains certain  "forward-looking  statements."
The Company  desires to take  advantage of the "safe  harbor"  provisions of the
Private Securities Litigation Reform Act of 1995 and is including this statement
for the express purpose of availing itself of the protection of such safe harbor
with respect to all of such forward-looking  statements.  These  forward-looking
statements, which are included in Management's Discussion and Analysis, describe
future plans or  strategies  and include the  Company's  expectations  of future
financial  results.  The words "believe,"  "expect,"  "anticipate,"  "estimate,"
"project," and similar  expressions  identify  forward-looking  statements.  The
Company's ability to predict results or the effect of future plans or strategies
is  inherently  uncertain.  Factors which could affect  actual  results  include
interest rate trends,  the general economic climate in the Company's market area
and the country as a whole,  loan delinquency  rates, and changes in federal and
state  regulation.   These  factors  should  be  considered  in  evaluating  the
forward-looking  statements,  and undue  reliance  should  not be placed on such
statements.

General

The Company, an Oregon corporation,  became the unitary savings and loan holding
company for the Association upon the  Association's  conversion from a federally
chartered  mutual to a federally  chartered  stock savings and loan  association
("Conversion")  on October 4, 1995.  At June 30,  1997,  the  Company  had total
consolidated assets of $727.9 million and consolidated  shareholders'  equity of
$142.3  million.  The Company is currently not engaged in any business  activity
other than holding the stock of the  Association.  Accordingly,  the information
set forth in this  report,  including  financial  statements  and related  data,
relates primarily to the Association.

As a traditional, community-oriented,  savings and loan, the Association focuses
on customer service within its principal market area. The Association's  primary
market  activity is attracting  deposits from the general public and using those
and other available sources of funds to originate permanent  residential one- to
four- family real estate  loans within its market area and, to a lesser  extent,
loans on commercial property and multi-family  dwellings. To supplement internal
growth generated through its branch network,  the Association has recently begun
purchasing  Oregon-based  commercial  real estate and  multi-family  residential
loans  from  other  Oregon  financial  institutions,  as well as using  mortgage
brokers  to  locate  construction  loans  that  meet our  existing  conservative
underwriting  standards outside of the current branch market areas.  While these
types of loans represent only 2.6% of net loans at June 30, 1997, they accounted
for 14.1% of loan production for the nine months ended June 30, 1997.

Net  interest  income,  which is the  difference  between  interest and dividend
income on interest-earning  assets,  primarily loans and investment  securities,
and interest expense on interest-bearing  deposits and borrowings,  is the major
source of profit for the Company.  Because the Company depends  primarily on net
interest  income for its earnings,  the focus of the Company's  management is to
create and  implement  strategies  that will provide  stable,  positive  spreads
between the yield on  interest-earning  assets and the cost of  interest-bearing
liabilities.  Such strategies include the Association's recent introduction of a
variable rate home equity  lending  program that will have an interest rate tied
to the Wall Street  Journal  published  prime rate with an additional  margin of
2.0%. To a lesser  degree,  the net earnings of the Company rely on the level of
its  non-interest  income.  The Company is aggressively  pursuing  strategies to
improve its service charge and fee income, and control its non-interest expense,
which  includes  employee  compensation  and  benefits,  occupancy and equipment
expense, deposit insurance premiums and miscellaneous other expenses, as well as
federal and state income tax expense.  The recent Wells Fargo branch acquisition
will contribute greatly to improvement of the Company's  non-interest  income by
providing a larger customer base to generate service charge and fee income.


                                       10
<PAGE>

The Association is regulated by the Office of Thrift Supervision ("OTS") and its
deposits  are insured up to  applicable  limits  under the  Savings  Association
Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC").

The Association is a member of the Federal Home Loan Bank of Seattle, conducting
its business  through eight office  facilities,  with the main office located in
Klamath  Falls,  Oregon.  The primary  market areas of the  Association  are the
counties of Klamath, Jackson and Deschutes in Southern and Central Oregon.

Branch Acquisition

The  Association   completed  the  purchase  of  25  branches  in  rural  Oregon
communities  from Wells Fargo Bank,  N.A. on July 18, 1997,  as  scheduled.  The
transaction  included  purchase of approximately  $241.3 million in deposits and
purchase of branch facilities  including  buildings,  improvements and furniture
and fixtures with a book value of $2.0  million.  This  acquisition  expands the
Association's  market  area to include 33  branches  in 22 Oregon  counties.  In
twelve  of the  locations,  the  newly  acquired  branch  is the only  financial
institution  in the community.  The acquired  offices are located in communities
which are compatible with, and complement, the Association's current markets and
philosophy.  While no loans were  acquired in the  transaction,  the addition of
these  branches  creates  new markets for the  Association's  lending  products,
including the recently introduced consumer and commercial products.

The purchase price was based on 6.51% of average deposits at the branches during
the thirty  days prior to  closing,  plus the book  value of fixed  assets.  The
deposit  premium totaled $16.4 million.  In accordance  with generally  accepted
accounting principles, the fixed assets acquired will be recorded at fair value,
estimated to be approximately $4.9 million in excess of the book  value/purchase
price.  This  increase in fixed asset value will be offset by a reduction in the
deposit premium recorded. Excess deposited funds have initially been invested in
Federal funds and securities with maturities under five years.

The purchase of deposit  liabilities  increased  total  Association  deposits to
approximately  $659.5 million and increased the number of deposit  accounts from
40,000  to  82,000.  Approximately  23,000  of the  purchased  accounts,  $140.9
million,  are  demand  deposits  which  carry a lower  interest  cost  than  the
Association's   previous  deposit  mix.  As  a  result  the  Association  should
experience a reduction in cost of funds.  With the increase in the Association's
deposits  and assets as a result of the  acquisition,  total  deposits and total
assets of the Company are expected to increase by approximately 60.0% and 34.5%,
respectively,  and reduce the  Company's  tangible  capital ratio from 17.92% to
approximately 12%.

Recently Issued Accounting Pronouncements

In October 1995,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Accounting  Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." This Statement prescribes  accounting and reporting standards for
all stock-based compensation plans, including employee stock options, restricted
stock and stock  appreciation  rights. The Statement defines a "fair value based
method" of accounting  for employee stock options and encourages all entities to
adopt that method of accounting  for all of their  employee  stock  compensation
plans. However, it also allows an entity to continue to measure compensation for
those plans using the "intrinsic value based method" under Accounting Principles
Board Opinion No. 25,  "Accounting for Stock Issued to Employees"  ("Opinion No.
25").

Under the fair value based  method,  compensation  cost is measured at the grant
date of the option  based on the value of the award and is  recognized  over the
service period,  which is usually the vesting period.  Under the intrinsic value
based  method,  compensation  cost is the excess,  if any, of the quoted  market
price of the stock at grant  date or other  measurement  date over the amount an
employee  must pay to acquire the stock.  The stock  options  granted  under the
Company's  stock  option plan have no intrinsic  value at grant date,  and under
Opinion No. 25 no compensation cost is recognized for them. Compensation cost is
recognized for other types of stock-based  compensation  plans under Opinion No.
25.  Beginning  in the fiscal  year  ending  September  30,  1997,  SFAS No. 123
requires  that  an  employer's  audited  financial  statements  include  certain


                                       11
<PAGE>

disclosures about stock-based compensation arrangements regardless of the method
used to account for them.  An employer  that  continues to apply the  accounting
provisions  of Opinion No. 25 will  disclose pro forma  amounts that reflect the
difference  between  compensation  cost, if any,  included in net income and the
related cost  measured by the fair value based  method,  including  tax effects,
that would have been recognized in the income  statement if the fair value based
method had been used.  The  Company  will  continue  to apply  Opinion No. 25 in
accounting for stock-based  compensation  plans and will provide the disclosures
required by SFAS No. 123.

In June 1996, FASB issued SFAS No. 125,  "Accounting for Transfers and Servicing
of Financial Assets and  Extinguishments  of Liabilities,"  which was amended by
SFAS No. 127,  "Deferral of the  Effective  Date of Certain  Provisions  of FASB
Statement No. 125," issued in December 1996. These Statements provide accounting
and reporting  standards  for  transfers  and servicing of financial  assets and
extinguishments   of   liabilities.   The  standards  are  based  on  consistent
application of a  financial-components  approach that focuses on control.  Under
the approach,  after a transfer of financial  assets,  an entity  recognizes the
financial and servicing  assets it controls and the liabilities it has incurred,
derecognizes   financial   assets  when  control  has  been   surrendered,   and
derecognizes liabilities when extinguished.  These Statements provide consistent
standards for  distinguishing  transfers of financial assets that are sales from
transfers that are secured borrowings.

The Company  plans to implement  SFAS No.125 in  compliance  with the  effective
dates as amended by SFAS No. 127. The Company does not expect  implementation to
have a material impact on its financial position or results of operations.

In February 1997, FASB issued SFAS No. 128, "Earnings per Share." This Statement
establishes  standards for computing  and  presenting  earnings per share (EPS),
simplifying  the standards for  computation of EPS and making them comparable to
international   EPS  standards.   This  Statement  is  effective  for  financial
statements  issued for periods  ending  after  December  15,  1997,  and earlier
application  is not  permitted.  Management  has not  evaluated  the impact that
adoption of this Statement will have.

In June 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income."
SFAS No. 130 establishes requirements for disclosure of comprehensive income and
becomes effective for years beginning after December 15, 1997.  Reclassification
of earlier financial  statements for comparative  purposes is required.  In June
1997,  the FASB also  issued  SFAS No. 131,  "Disclosures  about  Segments of an
Enterprise  and Related  Information."  SFAS No.131  establishes  standards  for
disclosure about operating segments in annual financial  statements and selected
information in interim  financial  reports.  It also  establishes  standards for
related  disclosures  about products and services,  geographic  areas, and major
customers.  This  statement  supercedes  SFAS No. 14,  "Financial  Reporting for
Segments of Business  Enterprises." The new standard becomes effective for years
beginning  after  December 15, 1997, and requires that  comparative  information
from  earlier  periods  be  restated  to  conform  to the  requirements  of this
standard. The adoption of these statements is not expected to be material to the
Company.

Changes in Financial Condition

At June 30, 1997, the consolidated assets of the Company totaled $727.9 million,
an increase of $55.9  million,  or 8.32%,  from $672.0  million at September 30,
1996.  The  increase  in total  assets was a result of an  increase in net loans
receivable  of $57.9  million and a $2.2 million  increase in FHLB stock.  These
increases  were  offset  by a net  reduction  in  mortgage  backed  and  related
securities  of $5.7  million  as sales  and  repayments  of  principal  exceeded
purchases.

Net loans receivable increased by $57.9 million, or 12.23%, to $531.5 million at
June 30, 1997,  compared to $473.6  million at September 30, 1996.  The increase
was primarily the result of continued new loan demand exceeding loan repayments,
augmented by the Company's purchase of $11.4 million in higher yielding loans on
multi-family residential and commercial properties in Oregon during 1997.

                                       12
<PAGE>


Investment  securities  increased  $230,857,  or .27%,  from  $85.8  million  at
September  30, 1996 to $86.0  million at June 30,  1997.  This  increase was the
combined  result of $33.9 million in securities  maturing  during the period and
$16.1  million of  securities  that were sold,  offset by the  purchase of $49.7
million in securities. 

During the nine months ended June 30, 1997, $15.3 million of principal  payments
were received on mortgage backed and related securities ("MBS") and $5.7 million
in  available  for sale MBS were sold.  In addition,  $14.9  million in MBS were
purchased,  which  resulted in the balance of $75.2  million at June 30, 1997, a
decrease of $5.7 million, or 7.0%, from $80.9 million at September 30, 1996.

Deposit  liabilities  increased  $18.5 million,  or 4.6%, from $399.7 million at
September 30, 1996 to $418.2 million at June 30, 1997 Management  attributes the
increase to the maintaining of competitive  rates in our market areas as well as
the  use of an  automated  on-line  personal  computer-based  system  to  market
deposits  nationally.  Interest  credited on accounts  also  contributed  to the
increase.

Advances  from  borrowers for taxes and  insurance  decreased  $1.6 million from
September  30, 1996 to June 30, 1997.  The  decrease is the  combined  result of
paying $9.5 million in reserves  for the  required  real estate taxes due on the
Association's loan receivable portfolio and $300,000 in refunds due to decreased
real  estate  taxes due for the prior  twelve  months  offset by the  accrual of
payments received for taxes and insurance during the past nine months.

Advances from the FHLB of Seattle increased $47.0 million,  or 52.2%, from $90.0
million  at  September  30,  1996 to $137.0  million  at June 30,  1997.  Of the
increase,  $37  million was used to fund loan growth and $10 million was used to
purchase  adjustable  rate mortgage  backed  securities.  The Company  increased
borrowings  in part to take  advantage  of a FHLB of Seattle  special  borrowing
offer  which was at a rate lower  than the  normal  market  rate.  This  special
borrowing  will be used to reduce  other  FHLB  borrowings  scheduled  to mature
within  the next 54  days.  After  the  scheduled  maturities  are  paid,  total
borrowing will be reduced back to a $108 million level.

Total shareholders' equity decreased $11.1 million, or 7.3%, from $153.4 million
at September 30, 1996 to $142.3 million at June 30, 1997.  This net decrease was
the combined  result of the  repurchase  of 1,182,936  shares of stock for $18.9
million and the  declaration  of $2.1 million in  dividends  for the first three
quarters,  partially  offset by $6.4  million in  earnings  and $1.2  million in
unrealized  gains on securities  available for sale during the nine month period
from September 30, 1996 to June 30, 1997.

Results of Operations

     Comparison of Nine Months Ended June 30, 1997 and 1996

General.  Net interest income increased  $548,070,  or 3.3%,  comparing the nine
month  period  ending  June 30, 1997 to the same  period  ending June 30,  1996.
Interest income increased $4.6 million while interest expense  increased by only
$4.0  million  comparing  the nine month  period ended June 30, 1997 to the same
period ended June 30, 1996. Non-interest income also increased by $44,565, while
the  provision  for loan losses  increased  by  $225,000,  non-interest  expense
increased by $1.9 million,  and income taxes decreased by $859,437 comparing the
same two periods.  This resulted in net income decreasing by $615,759,  or 8.7%,
from $7.1  million for the nine months  ended June 30, 1996 to $6.4  million for
the nine months  ended June 30,  1997.  The  decrease in net income is primarily
attributed  to employee  benefits  related to expenses of the MRDP which was not
being  funded in the prior period and an increase in expense for the ESOP due to
the rising stock price.
 
Interest  Income.  The increase of $4.6 million in interest income was generated
by an additional  $76.4 million in average  interest earning assets for the nine
months  ended  June 30,  1997  compared  to the same  period  in 1996.  Balances
previously invested in federal funds sold have been redeployed to investments in
mortgage backed and related securities and loans receivable in the current year,
resulting in a $2.3 million  increase in interest  income on mortgage backed and
related  securities  and $4.0  million  increase in income on loans  receivable.


                                       13
<PAGE>

These  increases were partially  offset by a $1.0 million  decrease in income on
investment securities related to a decrease in the average balance of securities
in the portfolio.

The average yield on interest  earning assets  increased 7 basis points to 7.46%
for the nine months  ended June 30,  1997 from 7.39% for the same  period  ended
June 30, 1996. This reflects the Company's  continued  effort to invest in loans
and investments with higher yields, without materially increasing credit risk.

Interest  Expense.  Interest expense  increased $4.0 million for the nine months
ended June 30,  1997 as  compared  to the same  period in 1996.  Although  total
deposits  grew by $18.5  million  comparing  June 30, 1996 to 1997,  the average
interest paid on  interest-bearing  deposits declined 11 basis points from 5.23%
for the nine months  ended June 30, 1996 to 5.12% for the same period ended June
30, 1997.  These factors combined to produce a $0.5 million increase in interest
on deposit  liabilities.  Average  balances  of FHLB  advances  increased  $84.0
million comparing June 30, 1996 to 1997, resulting in a $2.9 million increase in
interest  expense on FHLB  advances  for the nine months  ended June 30, 1997 as
compared to the same period in 1996.

Provision for Loan Losses.  The provision for loan losses was $315,000 and there
were charge offs of $1,369  during the nine months ended June 30, 1997  compared
to a $90,000  provision and no charge offs during the nine months ended June 30,
1996.  The provision  was  increased  during the quarter ended March 31, 1997 in
response to portfolio  growth,  the purchase of $6.0 million of  higher-yielding
loans  collateralized  by  multi-family  residential  property which have higher
associated risk than the existing  portfolio of one- to four-family  residential
mortgages,  and in anticipation of further purchases of such loans. Based on the
Company's business strategies,  management anticipates increasing the proportion
of the loan  portfolio  dedicated to these  higher-yielding  loans.  At June 30,
1997, the allowance for loan losses was equal to 213.2% of non-performing  loans
compared to 485.9% at September 30, 1996.  The decrease in the coverage ratio at
June 30,  1997 was the  result  of an  increase  in  non-performing  loans  from
$191,000 at  September  30, 1996 to  $582,000 at June 30,  1997.  Non-performing
loans  decreased  during the third  quarter,  from $678,000 at March 31, 1997 to
$582,000 at June 30, 1997.  Of the $582,000  non-  performing  loans at June 30,
1997,  $298,000 relates to two loans to the same party in which the borrower has
substantial  equity.  One of these loans has been brought current  subsequent to
June 30, 1997.

Non-Interest  Income.  Non-interest  income  increased  $44,565,  or  16.3%,  to
$317,370  for the nine  months  ended June 30, 1997 from  $272,805  for the nine
months ended June 30,  1996.  The increase  was  attributable  to increased  fee
income as well as gains on sale of real estate owned and investments. Additional
fee income resulted from aggressive  internal  marketing  efforts to improve fee
income from checking accounts, ATM's, and mortgage life insurance sales.

Non-Interest Expense.  Non-interest expense increased $1.8 million, or 32.6%, to
$7.5 million for the nine months ended June 30, 1997,  from $5.6 million for the
comparable period in 1996. Of this increase, $1.9 million was attributable to an
increase in  compensation  and benefit expense in 1997,  reflecting  addition of
staff in key areas in anticipation  of the Wells Fargo  acquisition and accruals
for Employee Stock Ownership Plan  contributions and the Management  Recognition
and Development Plan. The additional expense associated with benefit plans which
were not in place in the  prior  year  will  continue  to  impact  prior  period
comparisons  for the  remaining  quarters of the year ended  September 30, 1997.
Increases in other  expense of $208,491  were offset by a $372,520  reduction in
deposit  insurance  premiums  resulting from reduced  assessment rates beginning
January 1, 1997 and further  reduced by a credit for  overpayment of premiums in
1996.  The ratio of  non-interest  expense to average  total assets was 1.4% and
1.2% for the nine months ended June 30, 1997 and 1996, respectively.

Income Taxes.  The provision  for income taxes  decreased  $859,437 for the nine
months  ended June 30, 1997  compared  with the same period ended June 30, 1996,
primarily as a result of recognition  of the tax benefit  related to the capital
loss on sale of the U.S. Federal  securities  mutual bond fund. At September 30,
1996,  when the  capital  loss was  recognized  for book  purposes,  a valuation

                                       14
<PAGE>

allowance  was created to offset the deferred tax asset  because the Company was
not assured of being able to realize a capital gain and the related tax benefit.
During the  quarter  ended  March 31,  1997,  the  Company,  through the sale of
certain  investments,  realized a capital  gain for tax  purposes  that  assures
realization of the tax benefit and thus reduced the valuation allowance to zero.

     Comparison of Three Months Ended June 30, 1997 and 1996

General.  Net income  decreased  $362,018,  or 15.0%,  from $2.4 million for the
three months ended June 30, 1996 to $2.0 million for the three months ended June
30,  1997.   This  decrease  was  primarily   attributable  to  an  increase  in
non-interest  expense  related to employee  benefit  plans adopted at conversion
which was only partially offset by an increase in net interest income.
 
Interest  Income.  Additional  interest  income  generated by the $83.9  million
increase in average interest  earning assets  contributed to an increase of $1.7
million in interest  income for the three months ended June 30, 1997 compared to
1996.  Of this  increase,  $0.6 million is  attributable  to increased  interest
income on mortgage  backed and related  securities and $1.5 million to increased
income  on loans  receivable.  These  increases  were  offset by a  decrease  in
interest on investment securities of $0.5 million.

The average yield on interest  earning assets  increased 4 basis points to 7.51%
for the three months  ended June 30, 1997  compared to 7.47% for the same period
ended June 30, 1996.

Interest Expense. Interest expense on deposit liabilities increased $315,944 for
the three  months  ended June 30,  1997 as  compared to the same period in 1996.
Although average deposits  increased by $25.6 million comparing June 30, 1996 to
1997, the average interest paid on  interest-bearing  deposits decreased 2 basis
points from 5.15% for the three months ended June 30, 1996 to 5.13% for the same
period ended June 30, 1997. The average balance of FHLB advances  increased from
$52.2 million for the three months ended June 30, 1996 to $133.3 million for the
same  period  ended June 30, 1997  resulting  in an increase in interest on FHLB
advances of $1.0 million for the three months ended June 30, 1997  compared with
the same period ended June 30, 1996.

Provision  for Loan Losses.  The provision for loan losses was $45,000 and there
were $1,369 of charge offs during the three months ended June 30, 1997  compared
to a $30,000 provision and no charge offs during the three months ended June 30,
1996. The provision was increased in response to portfolio growth.

Non-Interest Income.  Non-interest income increased $7,591, or 8.0%, to $103,124
for the three months ended June 30, 1997 from $95,533 for the three months ended
June 30, 1996. The increase was primarily  attributable to a $14,873 increase in
fee  income  partially  offset by a  decrease  in gains on sales of real  estate
owned. Additional fee income resulted from aggressive internal marketing efforts
to improve fee income from checking accounts, ATM's, and mortgage life insurance
sales.

Non-Interest Expense. Non-interest expense increased $564,732, or 30.1%, to $2.4
million  for the three  months  ended June 30,  1997,  from $1.9  million in the
comparable  period in 1996. Of this increase,  $636,023 was  attributable  to an
increase in  compensation  and benefit expense in 1997,  reflecting  addition of
staff in key  areas  prior to the  Wells  Fargo  acquisition  and  accruals  for
Employee Stock Ownership Plan  contributions and the Management  Recognition and
Development Plan. This increase was partially offset by a $154,255  reduction in
deposit  insurance  premiums  resulting from reduced  assessment rates beginning
January 1, 1997. The ratio of  non-interest  expense to average total assets was
1.4% and 1.2% for the three months ended June 30, 1997 and 1996, respectively.

Income Taxes.  The provision  for income taxes  decreased  $96,239 for the three
months ended June 30, 1997 compared  with the prior year,  primarily as a result
of lower income for the quarter.


                                       15
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company is involved in various claims and legal actions  arising in
         the  normal  course  of  business.   Management   believes  that  these
         proceedings will not result in a material loss to the Company.


Item 2.  Changes in Securities

         Not applicable.


Item 3.  Defaults Upon Senior Securities

         Not applicable.


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

         Not applicable.


Item 5.  Other Information

         Not applicable.


Item 6.  Exhibits and Reports on Form 8-K

         a)  Not applicable.

         b) A report on Form 8-K  dated  July 18,  1997 was filed on August  1,,
         1997 relating to the Company's  completion of the purchase of 25 branch
         offices in rural Oregon communities from Wells Fargo Bank, N.A.

 


                                       17
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  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.

                                          KLAMATH FIRST BANCORP, INC.

Date:    August 13, 1997                  By:  /s/ Gerald V. Brown
                                          ---------------------------
                                          Gerald V. Brown, President and
                                          Chief Executive Officer

 
Date:    August 13, 1997                  By: /s/ Marshall Jay Alexander
                                          ---------------------------
                                          Marshall Jay Alexander, Vice President
                                          and Chief Financial Officer

 


































                                       17
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  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.

                                          KLAMATH FIRST BANCORP, INC.

Date:    August 13, 1997                  By:  
                                          ---------------------------
                                          Gerald V. Brown, President and
                                          Chief Executive Officer

 
Date:    August 13, 1997                  By:
                                          ---------------------------
                                          Marshall Jay Alexander, Vice President
                                          and Chief Financial Officer


 


                                       15
<PAGE>