SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

FORM  10-KSB  (Mark One) Annual  report  pursuant to section 13 or 15 (d) of the
Securities  Exchange  Act of 1934 (No fee  required)  For the fiscal  year ended
December 31, 1998

Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) For the transition period from to .

Commission File No. 0-22220

                            TRI-COUNTY BANCORP, INC.
                            ------------------------
                 (Name of Small Business Issuer in Its Charter)

Wyoming                                                            83-0304855   
-------                                                            ----------
(State or Other Jurisdiction of Incorporation                I.R.S. Employer or
Organization)                                                Identification  No.

2201 Main Street, Torrington, Wyoming                                 82240 
-------------------------------------                                 -----     
(Address of Principal Executive Offices)                           (Zip Code)

Issuer's Telephone Number, Including Area Code:              (307) 532-2111
                                                             --------------
Securities registered under to Section 12(b) of the Exchange Act: None

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

                    Common Stock, par value $0.10 per share
                               (Title of Class)

      Check whether the issuer:  (1) has filed all reports  required to be filed
by  Section  13 or 15(d) of the  Exchange  Act 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  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year. $6,571,867

     The  registrant's  voting stock trades on the Nasdaq  SmallCap Market under
the symbol  "TRIC."  The  aggregate  market  value of the  voting  stock held by
non-affiliates  of the  registrant,  based on the average bid and asked price of
the registrant's Common Stock as reported by the Nasdaq SmallCap Market on March
29, 1999,  was  $10,243,533  ($11.66 per share based on 878,798 shares of Common
Stock outstanding).

     As of March 29, 1999,  there were issued and outstanding  878,798 shares of
the registrant's Common Stock.

     Transition Small Business Disclosure Format (check one): YES NO X

                       DOCUMENTS INCORPORATED BY REFERENCE

     1. Portions of the Annual Report to Stockholders  for the Fiscal Year ended
December 31, 1998.  (Parts I, II, and IV) 
     2. Portions of the Proxy  Statement for the Annual Meeting of  Stockholders
for the Fiscal Year ended December 31, 1998. (Part III)

                                       1
<PAGE>
PART I

Item 1.  Business

Business of the Company

      Tri-County  Bancorp,  Inc. (the  "Company") is a Wyoming  corporation  and
savings  and loan  holding  company  of  Tri-County  Federal  Savings  Bank (the
"Bank").  The Company is a unitary savings and loan holding company which, under
existing laws,  generally is not restricted in the types of business  activities
in which it may  engage  provided  the Bank  retains a  specified  amount of its
assets in housing-related  investments.  The office of the Company is located at
2201  Main  Street,  Torrington,  Wyoming  and its  telephone  number  is  (307)
532-2111.

Business of the Bank

      The  Bank  is  a  federally   chartered  savings  bank   headquartered  in
Torrington,  Wyoming. The Bank's deposits have been federally insured since 1936
and are currently insured by the Savings Association Insurance Fund ("SAIF").

      The Bank is primarily engaged in the business of attracting  deposits from
the general  public and using those  deposits,  together  with other  funds,  to
originate  mortgage  loans for the  purchase of  residential  properties  and to
purchase mortgage-backed and investment securities. The Bank offers a full range
of single and  multi-family  mortgages,  consumer loans,  commercial real estate
loans, and second mortgage loans. In addition to originating loans in its market
area, the Bank also purchases mortgage loans, including participations,  secured
by  properties   located   primarily  in  Wyoming,   Colorado  and  New  Mexico,
mortgage-backed securities, and investment securities.  These additional earning
assets are funded with the excess  deposits and borrowed  funds from the Federal
Home Loan Bank of Seattle ("FHLB").

      The Bank is subject to  examination  and  comprehensive  regulation by the
Office  of  Thrift  Supervision   ("OTS")  and  the  Federal  Deposit  Insurance
Corporation  ("FDIC").  The Bank is a member  of and owns  capital  stock in the
FHLB, which is one of the 12 regional banks in the FHLB System.

      The  principal  sources of funds for the  Bank's  lending  activities  are
deposits,  borrowed funds from the FHLB, and the  amortization,  repayment,  and
maturity  of  loans,  investment  securities,  and  mortgage-backed  securities.
Principal  sources of income  are  interest  and fees on loans,  mortgage-backed
certificates,  investment  securities,  and  deposits  held in  other  financial
institutions. The Bank's principal expense is interest.

      The  Bank's  home  office  is  located  at 2201 Main  Street,  Torrington,
Wyoming, and the Bank's telephone number is (307) 532-2111.

Market Area - Competition

      The Bank  primarily  has focused on serving its  customers  located in the
communities  of Torrington  and  Wheatland,  Wyoming,  which is where the Bank's
offices are located.  The Bank is the only local thrift serving its market area.
Goshen and  Platte  Counties,  Wyoming,  and  Scottsbluff  County,  Nebraska  is
considered  to be the  Bank's  primary  market  area.  This area was  founded on
agriculture,  which continues to play a significant role in the economy. Some of
the larger crops include sugar beets,  corn, and dry beans.  Agriculture and its
related support  industries  account for the largest portion of the area's labor
force. The success of agriculture is subject to various factors,  including, but
not limited to, weather and foreign  competition.  Other  significant  employers
include local  government  (schools and utilities) and retail trade. At December
31, 1998,  over 58% of the Bank's net loan portfolio of $42.0 million  consisted
of loans made to entities located in the Bank's market area. In fiscal 1998, the
Bank purchased $6.2 million of mortgage loans (including  participations  inside
its market area and outside its market area, primarily in Colorado).

                                       2
<PAGE>
      The Bank encounters strong  competition both in the attraction of deposits
and origination of real estate and other loans. Its most direct  competition for
deposits has come from two locally  headquartered  commercial banks, branches of
one regional savings association,  and one regional bank in its market area. Due
to their size,  many of the Bank's  competitors  possess  greater  financial and
marketing  resources.  Based on published  figures,  the Bank is the only thrift
headquartered  in its market  area.  The Bank  competes for deposits by offering
depositors competitive interest rates and a high level of personal service.

      The  competition  for real estate and other loans comes  principally  from
commercial banks,  mortgage banking companies,  and other savings  associations.
This  competition  for loans has  increased  in recent  years as a result of the
large number of institutions  choosing to compete in the Bank's market area. The
Bank competes for loans  primarily  through the interest  rates and loan fees it
charges and the efficiency and quality of services it provides borrowers.

      In March of 1999,  the Bank  filed a  notice  with the  Office  of  Thrift
Supervision to establish a branch office in Cheyenne,  Wyoming. The Bank intends
to offer the same products and services in the Cheyenne  office as are currently
offered in its Torrington and Wheatland offices.

Lending Activities

     General.  Set forth below is selected data relating to the  composition  of
the Bank's loan  portfolio by type of loan on the dates  indicated.

                                              At December 31, 
                                   ------------------------------------
                                         1998               1997
                                   -----------------  -----------------
                                       $        %        $        %
                                   --------  -------  --------  -------
                                            (Dollars in Thousands)
Type of Loans
Real Estate - Construction             237    0.56%     1,537    3.80%
Real Estate - Residential           32,403   77.05%    30,923   76.49%
Real Estate - Commercial             6,141   14.60%     5,096   12.61%
Commercial Business                    450    1.07%       472    1.17%
Consumer loans:
 Savings account loans                 146    0.36%       170    0.43%
 Home equity & second mortgages      1,364    3.24%     1,065    2.63%
 Automobile                          1,477    3.51%     1,391    3.44%
 Overdraft                              47    0.11%        37    0.09%
 Other                                 277    0.66%       248    0.61%
                                                            
Less:
 Deferred loan fees                    (78)  -0.19%      (102)  -0.25%
 Allowance for loan & lease losses    (410)  -0.97%      (412)  -1.02%
                                   -------  -------   -------   ------
Total loans, net                   $42,054  100.00%   $40,425  100.00%
                                   =======  =======   =======  =======

The  following  table sets forth the  maturity of the Bank's loan  portfolio  at
December 31, 1998. The table does not include  prepayments.  Prepayments totaled
$13.89 million and $5.75 million for the years ended December 31, 1998 and 1997,
respectively. All loans are shown as based on contractual maturities.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                      Residential Commercial  Construction  Consumer &
                                      Real Estate Real Estate Real Estate   Commercial           
                                      Mortgages   Mortgages   Mortgages     Loans         Total
                                      ----------------------------------------------------------
                                                            (In Thousands)
<S>                                     <C>         <C>          <C>          <C>        <C>    
Nonaccrual                              $     -     $    -       $   -        $    -     $     -
                                        -------     ------       -----        ------     -------
Amount Due
 Within Year                            $   535     $   34       $ 414        $  317     $ 1,300
 1 to 5 Years                             3,199        120           -         2,246       5,565
 After 5 Years                           28,669      5,987           -         1,198      35,854
Nonperfoming                                  -          -           -             -           -
------------                            -------     ------       -----        ------     -------
Total amount due                        $32,403     $6,141       $ 414        $3,761     $42,719
                                        =======     ======       =====        ======     =======
Less:
Allowance for loan losses                                                                   (410)
Loans in process                                                                            (177)
Deferred fees and unearned discounts                                                         (78)
                                                                                         -------
 Loans receivable, net                                                                   $42,054
                                                                                         =======
</TABLE>
     The  following  table sets  forth the dollar  amount of all loans due after
December  31, 1998 which have fixed  interest  rates and which have  floating or
adjustable interest rates:

                                                  Commercial
                                                  Floating or
                                    Fixed-rate  Adjustable rate    Total
                                    ------------------------------------
                                                (In Thousands)

Residential real estate mortgages      $18,708     $13,696       $32,404
Commercial real estate mortgages         2,774       3,368         6,142
Construction real estate mortgages         412           -           412
Consumer & commercial loans              2,761       1,000         3,761
                                       -------     -------       -------
Total                                  $24,655     $18,064       $42,719
                                       =======     =======       =======

      One- to Four-Family  Mortgages.  Historically,  the Bank's primary lending
activity  consists of the  origination of one- to  four-family,  owner-occupied,
residential  mortgage  loans secured by property  located in the Bank's  primary
market area. The Bank also purchases  mortgage loans (including  participations)
outside its market  area to  supplement  loan demand in its area.  A majority of
these loans are purchased from a mortgage  banker in Colorado and are secured by
single  family  homes  (usually  second  homes) or  condominiums  located in the
central Colorado mountain resort areas.

      The Bank currently offers adjustable-rate mortgages that adjust every year
and have terms from 10 to 30 years, and fixed-rate  mortgage loans with terms of
primarily 10 to 30 years.  Adjustable rate loans  originated  prior to 1994 were
primarily  based on the  National  Monthly  Median Cost of Funds with a limit on
increases  of 1% per year and 4% over the life of the loan.  Beginning  in 1994,
the Bank  began  basing  all  adjustable-rate  loans  primarily  on the one year
Treasury Note Constant Maturities Index with a limit on increases of 2% per year
and 6% over the life of the loan.  In 1995,  the Bank began  offering  mortgages
with fixed rates for 3 and 5 year terms. The loans then convert to fully indexed
adjustable  rate loans based on the one year Treasury  Note Constant  Maturities
index.  The loans are popular with the borrowers in Colorado  purchasing  second
family homes. These loans are called 3-one's and 5-one's, respectively. The Bank
considers the market factors and  competitive  rates on loans as well as its own
cost of funds when determining the rates on the loans that it offers.

                                       4
<PAGE>
      The  Bank's   residential   mortgage  lending  includes  15-  and  30-year
fixed-rate  loans,  Federal  Housing   Administration  ("FHA")  loans,  Veterans
Administration  ("VA") loans,  Farmers Home  Administration  ("FmHA") loans, and
State of Wyoming  subsidized  loans as well as  adjustable-rate  mortgage loans.
Generally,  the Bank sells all fixed-rate  loans with maturities in excess of 15
years.

      The Bank's origination of fixed-rate mortgage loans versus adjustable-rate
mortgage  loans is  determined  on an on-going  basis and is based on changes in
market interest rates and consumer preferences.  The primary purpose of offering
adjustable-rate  mortgage loans and 10- and 15-year  fixed-rate loans is to make
the Bank's loan  portfolio  more  interest  rate  sensitive.  Generally,  during
periods of rising  interest  rates,  the risk of  default on an  adjustable-rate
mortgage is  considered  to be greater  than the risk of default on a fixed-rate
loan due to the upward  adjustment of interest  costs to the  borrower.  To help
reduce  such risk,  the Bank  qualifies  the loan at 2% above the  fully-indexed
rate,  as opposed to the original  interest  rate.  The Bank does not  originate
adjustable-rate mortgage loans with negative amortization.

      Regulations  limit  the  amount  that a  savings  association  may lend in
relationship  to the  appraised  value of the real estate  securing the loan, as
determined  by an appraisal at the time of loan  origination.  Such  regulations
permit a maximum  loan-to-value  ratio of 100% for residential  property and 90%
for all other real estate loans. The Bank's lending policies, however, generally
limit  the  maximum  loan-to-value  ratio to 80% of the  appraised  value of the
property,  based on an  independent  appraisal.  When  the Bank  makes a loan in
excess  of 80% of the  appraised  value  or  purchase  price,  private  mortgage
insurance is generally required for at least the amount of the loan in excess of
80% of the appraised value. The Bank generally does not make non-owner  occupied
one-  to  four-family  loans  in  excess  of  75% of the  appraised  value.  The
loan-to-value  ratio,  maturity,  and other  provisions of the residential  real
estate loans made by the Bank reflect the policy of making loans generally below
the maximum limits permitted under applicable regulations.

      One- to four-family  residential real estate loans are normally originated
for the Bank's  portfolio.  In some cases,  borrowers prepay their loans in full
upon the sale of the  property  pledged  as  security  or upon  refinancing  the
original  loan.  In addition,  substantially  all of the  mortgage  loans in the
Bank's portfolio contain due-on-sale clauses providing that the Bank may declare
the unpaid  amount due and payable  upon the sale of the  property  securing the
loan.  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.

      Multi-Family  and  Commercial  Real Estate Loans.  In order to enhance the
yield on its assets,  the Bank originates and participates  with other financial
institutions  in permanent  loans secured by  multi-family  and commercial  real
estate.  These loans are originated in amounts up to 75% of the appraised  value
of the property. Such appraised value is determined by an independent appraiser.
The Bank's  multi-family  and commercial  real estate loans are permanent  loans
secured by approved property such as apartments,  small office buildings, retail
stores,  small  strip  plazas,  and other  non-residential  buildings.  The Bank
originates  multi-family  and  commercial  real estate  loans with  amortization
periods  of 15 to 25  years,  primarily  as  adjustable  rate  mortgages.  As of
December 31, 1998, the Bank had 23 multi-family and commercial real estate loans
totaling $6,200,473,  or 14.7% of the Bank's loan portfolio.  Of the $6,200,473,
$59,467 at  December  31,  1998  involved a loan  secured by  multi-family  real
estate.  At December 31, 1998,  the largest  multi-family  and  commercial  real
estate  loans  had  balances  of  $59,467  and   $894,664,   respectively.   See
"Origination, Purchase, and Sale of Loans" and "-- Loans-to-One Borrower."

      Loans secured by multi-family and commercial real estate generally involve
a greater degree of risk than  residential  mortgage loans and carry larger loan
balances.  This increased credit risk is a result of several factors,  including
the  concentration of principal in a limited number of loans and borrowers,  the
effects of general economic conditions on income producing  properties,  and the
increased  difficulty  of  evaluating  and  monitoring  these  types  of  loans.
Furthermore,  the  repayment  of loans  secured  by  commercial  real  estate is
typically  dependent  upon the  successful  operation of the related real estate
project. If the cash flow from the project is reduced, the borrower's ability to
repay the loan may be impaired.

                                       5
<PAGE>
      Commercial Business Loans.  Regulations authorize the Bank to make secured
or  unsecured  loans  for  commercial,  corporate,  business,  and  agricultural
purposes.  The aggregate amount of such loans  outstanding may not exceed 10% of
the Bank's assets.  As of December 31, 1998, the Bank had $449,949 in commercial
business loans outstanding.

      Consumer  Loans.  Consumer loans consist of savings  account  loans,  home
improvement   loans,  home  equity   lines-of-credit,   second  mortgage  loans,
automobile  loans, and personal  unsecured loans. As of December 31, 1998, these
consumer loans totaled $3.31 million,  or 7.87%,  of the Bank's loan  portfolio,
$1.48  million or 3.51% of which  consisted of  automobile  loans.  The Bank has
actively sought consumer loans within its market area, however,  competition for
such loans and the low loan demand in the Bank's lending area effects the volume
of such originations.  Consumer lending has permitted the Bank to obtain greater
yields  and, at the same time,  expose the  institution  to a smaller  amount of
interest rate risk, as most consumer loans do not extend beyond five years.

      The underwriting standards employed by the Bank for consumer loans include
a  determination  of the  applicant's  payment  history  on other  debts  and an
assessment of ability to meet existing  obligations and payments on the proposed
loan. In addition,  the stability of the applicant's monthly income from primary
employment  is considered  during the review  process.  Creditworthiness  of the
applicant is of primary consideration; however, the review process also includes
a  comparison  of the value of the  security in relation  to the  proposed  loan
amount.

      Consumer loans entail  greater  credit risk than do  residential  mortgage
loans,  particularly in the case of consumer loans that are unsecured or secured
by assets that depreciate rapidly, such as automobiles, mobile homes, boats, and
recreational  vehicles.  In such cases,  repossessed  collateral for a defaulted
consumer  loan  may  not  provide  an  adequate  source  of  repayment  for  the
outstanding  loan and the remaining  deficiency  often does not warrant  further
substantial  collection  efforts  against the borrower.  In particular,  amounts
realizable on the sale of repossessed  automobiles may be significantly  reduced
based  upon the  condition  of the  automobiles  and the lack of demand for used
automobiles.  Further, consumer loan collections are dependent on the borrower's
continuing  financial  stability,  and therefore are more likely to be adversely
affected by job loss, divorce,  illness, or personal  bankruptcy.  Finally,  the
application  of various  federal  and state  laws,  including  federal and state
bankruptcy and  insolvency  laws, may limit the amount which can be recovered in
the event of  default.  The Bank has a consumer  loan loss  allowance,  based on
general economic conditions and prior loss experience.

      Loan  Solicitation  and  Processing.  The Bank's  sources of mortgage loan
applications are referrals from existing or past customers and realtors, walk-in
customers, and advertising.

      The loan  approval  process can take one of three forms.  Loan officers at
each branch  have  authority  to approve  all loans up to $25,000.  A staff loan
committee,  consisting of senior  officers of the Bank,  can approve loans up to
$65,000. Any loan above the staff loan committee lending limit must be submitted
to the Loan  Committee of the Board of Directors,  which meets once a week.  The
original  lending  officer  presents  the  proposed  loan at each of  these  two
committees. However, the original lending officer cannot vote on a loan that the
officer  presents  for  approval.  The Loan  Committee of the Board of Directors
consists of at least three directors.  All insider loans must be approved by the
majority of the Board with all interested  directors abstaining from voting. The
Board of Directors ratifies all loans approved by officers or committees.

      In processing loans, the Bank utilizes forms, procedures, and requirements
that conform to those of the secondary  market.  This process  provides the Bank
with  the  capability  of  selling  loans  not held in its  loan  portfolio  and
management  believes  such  efforts  also  enhance  the value of the Bank's loan
portfolio.

      The Bank uses fee appraisers on most real estate related transactions.  It
is the Bank's policy to obtain title  insurance on all real estate  transactions
and to obtain flood (if applicable),  fire, and casualty  insurance on all loans
that require security.

                                       6
<PAGE>

      Originated  mortgage loans in the Bank's loan portfolio  generally include
due-on-sale  clauses which provide the Bank with the  contractual  right to deem
the loan  immediately  due and payable in the event that the borrower  transfers
ownership of the property without the Bank's consent.

      Purchase and Sale of Loans.  The Bank's  purchases in the secondary market
are dependent  upon the demand for mortgage  credit in the local market area and
the inflow of funds from traditional sources. Purchases of loans enable the Bank
to utilize  available funds more quickly and to obtain a yield higher than could
generally be obtained in the alternative  investment  vehicles.  The purchase of
such loans is part of the Bank's  strategy  to make its overall  loan  portfolio
more sensitive to current market conditions and interest rates.

      The Bank  purchases  residential  first  mortgage  ARM loans that meet the
Bank's underwriting standards, which generally follow FHLMC and FNMA guidelines,
except that the Bank will generally purchase loans up to $500,000, which exceeds
the limit up to which FHLMC and FNMA may purchase  loans.  The majority of these
loans purchased are sold by the seller without recourse. It is the Bank's policy
to limit  the  purchase  of loan  packages  secured  by  properties  in a single
subdivision or condominium project.

      The Bank reviews each  purchased loan as if it were  originating  the loan
according to its underwriting standards. All loans must be documented, including
an original  appraisal that  substantiates  the value of the subject property at
the time of  origination  of the  loan.  The  Bank  obtains  from  the  seller a
duplicate copy of each original loan file, which generally  includes an executed
loan application and mortgage note,  financial  statements and credit reports of
the borrower,  appraisal and title insurance. The Bank may purchase a qualifying
loan  up to  $500,000  with a  loan-to-value  ratio  of up to 80%  based  on the
original appraisal of the property.

      The Bank  purchases  only ARM loans with  interest  rates that adjust on a
monthly, semi-annual and annual basis. Currently, all purchased ARM loans adjust
annually  after the initial  fixed period of 3 or 5 years.  Most of the ARMs are
indexed to interest  rates at a margin of 288 basis  points  above a  recognized
index,  usually the one year Treasury Note Constant  Maturities Index. This cost
of funds index generally lags the current market  interest rates.  The Bank does
not purchase loans that provide for negative amortization.

      Most of the loans  purchased are secured by real estate located outside of
Wyoming,  including  Colorado,  Idaho and New Mexico.  At December 31, 1998, the
Bank's purchased loan portfolio and  participation  loans totaled $18.3 million,
or 42.8% of the loan portfolio.  Of the purchased loan portfolio at December 31,
1998, $14.0 million are Colorado loans.

      The sale of loans is generally  limited to fixed-rate  mortgage loans with
maturities   greater  than  15  years  and  government   guaranteed  loans.  All
adjustable-rate  loans are held in the loan portfolio.  The Bank presently sells
individual  loans to a mortgage  banking  company and to the  Wyoming  Community
Development  Authority,  with  servicing  released.  The  loans  are  sold  on a
non-recourse  basis.  Mortgage  loans are primarily made with standard forms and
documentation  to allow for future sale in the  secondary  market.  Beginning in
1998,  the  Bank  started  selling  loans  to the  Federal  Home  Loan  Mortgage
Corporation ("Freddie Mac"). Generally,  the Bank retains the servicing on these
loans. See "Loan Servicing" below for additional information.

      Loan and Rate Commitments. At the customer's request, the Bank will commit
to an interest rate for up to 60 days to prospective borrowers upon receipt of a
mortgage loan application.  As such, the Bank is exposed to a 60 day fluctuation
on  mortgage  applications  only for  loans  originated  for its  portfolio.  In
addition, loan commitments,  which are generally written, are not made until the
loan is approved in  accordance  with the Bank's loan  underwriting  policy.  At
December 31, 1998,  the Bank had  $994,350 of loan  commitments  to originate or
purchase mortgage loans.

      Loan Servicing. As of December 31, 1998, loans serviced for others totaled
$586,253.  The majority of serviced loans are  individual  loans sold to Freddie
Mac.  The Bank  receives  an annual  servicing  fee equal to one  quarter of one
percent of the average balance of these loans.

                                       7
<PAGE>
      Loans-to-One Borrower.  Current regulations limit loans-to-one borrower in
an amount  equal to 15% of  unimpaired  capital  and  unimpaired  surplus  on an
unsecured basis and an additional amount equal to 10% of unimpaired  capital and
unimpaired  surplus  if the loan is secured  by  readily  marketable  collateral
(generally,  financial instruments,  not real estate) or $500,000,  whichever is
higher.  Penalties for  violations  of the  loan-to-one  borrower  statutory and
regulatory  restrictions  include cease and desist  orders,  the imposition of a
supervisory agreement, and civil money penalties. The Bank's maximum loan-to-one
borrower limit was $1.3 million as of December 31, 1998.

      At  December  31,  1998,  the  Bank's  five  largest   aggregate   lending
relationships  had balances  ranging from $1,167,126 to $744,460 with an average
balance of $908,130.  These lending relationships  involved loans purchased from
1996 to 1998 and are  secured  by  commercial  real  estate  and  single  family
residences  in New Mexico,  Colorado,  and Idaho.  At December 31, 1998,  all of
these loans were current.

      Loan Delinquencies.  The Bank's collection  procedures provide that when a
mortgage  loan is past due, a telephone  call is made to the borrower  within 30
days. If the delinquency continues, subsequent efforts are made to eliminate the
delinquency.  If the loan continues in a delinquent  status for 90 days or more,
management initiates foreclosure proceedings unless other repayment arrangements
are made.  Collection  procedures for non-mortgage loans generally begin after a
loan is 30 days delinquent.

      Loans are  reviewed  on a  regular  basis  and are  generally  placed on a
non-accrual  status when the loan becomes 90 days delinquent and, in the opinion
of  management,  the  collection  of additional  interest is doubtful.  Interest
accrued and unpaid at the time a loan is placed on non-accrual status is charged
against interest income.

      Loans 60 - 90 days delinquent totaled $93,270 at December 31, 1998.

      Nonperforming Assets. The following table sets forth information regarding
non-accrual loans, real estate owned, and other repossessed  assets. At December
31,  1998  the  Bank  had  no  loans  which  were   considered   troubled   debt
restructurings within the meaning of SFAS No. 15.


                                                             At December 31,
                                                             ---------------
                                                             1998       1997
                                                          (Dollars in Thousands)
Loans accounted for on a non-accrual basis:
Mortgage loans:
  Permanent loans secured by 1-4 dwelling units               $ 0        $ 0
  All other mortgage loans                                      0          0
                                                              ---        ---
Total                                                         $ 0        $ 0
                                                              ===        ===

Accruing consumer loans which are contractually past
  due 90 days or more                                         $ 0        $ 0
                                                              ===        ===
Total nonperforming                                           $ 0        $ 0
                                                              ===        ===
Real estate owned, net                                        $ 0        $ 0
                                                              ===        ===
Total nonperforming assets                                    $ 0        $ 0
                                                              ===        ===
Total nonperforming loans to net loans                          0%         0%
                                                               ===        === 
Total nonperforming loans to total assets                       0%         0%
                                                               ===        ===
Total nonperforming assets to total assets                      0%         0%
                                                               ===        ===

                                       8
<PAGE>
     Interest income not recorded on loans accounted for on a non-accrual  basis
under  the  original  terms  of such  loans  was $0 and $0 for the  years  ended
December 31, 1998 and 1997, respectively.  The Bank did not include any interest
income on  non-accrual  loans  during the  periods  indicated.  It is the Bank's
general  policy to accrue  interest only on loans less than 91 days  delinquent.
Once loans are 91 days  delinquent,  the Bank  reverses  previously  accrued but
unpaid interest.

     Classified Assets. OTS regulations provide for a classification  system for
problem  assets of  insured  institutions,  which  covers  all  problem  assets,
including  assets that  previously had been treated as "scheduled  items." Under
this  classification   system,   problem  assets  of  insured  institutions  are
classified  as  "substandard,"  "doubtful,"  or "loss."  An asset is  considered
substandard if it is inadequately  protected by the current net worth and paying
capacity of the obligor or of the collateral pledged, if any. Substandard assets
include  those  characterized  by the  "distinct  possibility"  that the insured
institution  will sustain  "some loss" if the  deficiencies  are not  corrected.
Assets  classified  as  doubtful  have all of the  weaknesses  inherent in those
classified  substandard,  with the  added  characteristic  that  the  weaknesses
present  make  "collection  or  liquidation  in full," on the basis of currently
existing facts,  conditions and values,  "highly  questionable  and improbable."
Assets  classified  as loss are  those  considered  "uncollectible"  and of such
little value that their  continuance  as assets without the  establishment  of a
specific loss reserve is not warranted.  Assets designated  "special mention" by
management  are assets  included  on the Bank's  internal  watchlist  because of
potential  weakness but which do not currently warrant  classification in one of
the aforementioned categories.

     When an insured institution classifies problem assets as either substandard
or doubtful,  it may establish  general  allowances for loan losses in an amount
deemed prudent by management.  General allowances represent loss allowances that
have been  established  to recognize the inherent risk  associated  with lending
activities,  but which, unlike specific  allowances,  have not been allocated to
particular problem assets. When an insured institution classifies problem assets
as loss,  it is required  either to  establish a specific  allowance  for losses
equal to 100% of that portion of the asset so classified  or to charge-off  such
amount.  An institution's  determination as to the  classification of its assets
and the  amount of its  valuation  allowances  is  subject to review by the OTS,
which may  order the  establishment  of  additional  general  or  specific  loss
allowances.  A portion of general loss allowances  established to cover possible
losses  related to assets  classified as 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.


                                                  At December 31,
                                                  ---------------
                                               1998           1997
                                                 (In Thousands)
         Special mention assets                 $ 78          $ 61
                                                 ===           ===
         Classified Assets:
           Substandard                          $ 52          $ 64
           Doubtful                               --            --
           Loss                                   --            --
                                                 ---           ---
             Total                              $ 52          $ 64
                                                 ===           ===

     Real  Estate  Owned.  Real  estate  acquired  by the  Bank as a  result  of
foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned
until it is sold.  When  property is acquired it is recorded at the lower of the
cost or fair value less estimated  costs to sell.  Valuations  are  periodically
performed by management  and  subsequent  charges to income are taken when it is
determined  that the carrying value of the property  exceeds the fair value less
estimated costs to sell.

                                       9
<PAGE>
     The Bank records  loans as  in-substance  foreclosures  if the borrower has
little or no equity in the property based upon its documented current fair value
and if the borrower has effectively  abandoned  control of the collateral or has
continued  to retain  control  of the  collateral  but  because  of the  current
financial  status of the borrower it is doubtful  the  borrower  will be able to
repay  the  loan  in  the  foreseeable  future.  In-substance  foreclosures  are
accounted for as real estate acquired through foreclosure, however, title to the
collateral  has not been acquired by the Bank.  There may be  significant  other
expenses  incurred  such as attorney  and other  extraordinary  servicing  costs
involved with in-substance foreclosures.  At December 31, 1998, the Bank did not
have any loans classified as an in-substance foreclosure.

     The Bank held real estate  owned,  which  consisted  of one  property.  The
property consists of a tract of undeveloped  one-to-four-family residential lots
and a single  family  dwelling.  The value of the property on the records of the
Bank is zero.

     Allowance for Loan and Real Estate  Losses.  It is  management's  policy to
provide for losses on  unidentified  loans in its loan  portfolio and foreclosed
real  estate.  A  provision  for loan losses is charged to  operations  based on
management's  evaluation  of the  potential  losses  that may be incurred in the
Bank's  loan  portfolio  after  management  has  evaluated  a number of factors,
including,  historical  experience,  the volume and type of lending conducted by
the Bank,  industry  standards,  the  amount of  nonperforming  assets,  current
general  economic  conditions as they relate to the Bank's loan  portfolio,  and
other factors related to the  collectibility of the Bank's loan portfolio.  Such
evaluation, which includes a review of all loans of which full collectibility of
interest and  principal may not be reasonably  assured,  considers,  among other
matters,  the  estimated  net  realizable  value of the  underlying  collateral.
Management  will  continue to review the entire loan  portfolio to determine the
extent,  if any,  to which  further  additional  loss  provisions  may be deemed
necessary.  There can be no  assurance  that the  allowance  for losses  will be
adequate to cover losses that may be realized in the future and that  additional
provisions for losses will not be required.

     The  following  table sets  forth  information  with  respect to the Bank's
allowance  for loan losses at the dates  indicated:

                                                             At  December  31,
                                                            1998           1997
                                                            ----           ----
                                                          (Dollars in Thousands)
 Total loans outstanding(1)                               $42,900       $40,954
                                                           ======        ======
Average loans outstanding                                  42,782        37,581
                                                           ======        ======
Allowance for loan losses (at beginning of period)            412           415
Provision for loan losses (credit):
  Residential                                                  --            --
  Commercial real estate                                       --            --
  Consumer(1)                                                  --            --
Net charge-offs:
  Residential                                                  --            --
  Commercial real estate                                       --            --
  Consumer                                                     (3)           (4)
Net recoveries:
  Consumer                                                      1             1
                                                           ------        ------
Allowance for loan losses (at end of  period)             $   410       $   412
                                                           ======        ======
Allowance for loan losses as a percent of total      
  loans outstanding                                          0.96%         1.01%
Net loans charged-off as a percent of average       
  loans outstanding                                        (0.00)%       (0.02)%
Allowance for loan losses as a percent of             
  nonperforming loans                                         N/A            N/A
----------------------
(1)   Includes  all loans  receivable  and loans  held for  sale,  adjusted  for
      deferred loan fees, unearned discounts, and undisbursed loans in process.

                                       10
<PAGE>
      The  following  table sets forth  information  with  respect to the Bank's
allowance  for losses on real estate owned and other  repossessed  assets at the
dates indicated:

                                                        At or for the year ended
                                                               December 31,
                                                               ------------
                                                             1998        1997
                                                             ----        ----
                                                          (Dollars in Thousands)

Total real estate owned and in judgment                    $  32       $  32
                                                            ====        ====
Allowance balances - beginning                             $  32       $  32
Provision                                                     --          --
Charge-offs                                                   --          --
Recoveries                                                    --          --
                                                             ---         ---
Allowance balances - ending                                $  32       $  32
                                                            ====        ====
Allowance for losses on real estate owned and
 in judgment to net real estate owned and in judgment     100.00%     100.00%
                                                          ======      ======
Interest-Bearing Accounts

     At  December  31,  1998,  the Bank held $2.97  million in  interest-bearing
demand deposits in other  financial  institutions  principally  with the FHLB of
Seattle.  The Bank maintains  these accounts in order to maintain  liquidity and
improve the interest-rate sensitivity of its assets.

Mortgage-backed Securities and Investment Activities

     General.  At December 31, 1998, the Company had an investment  portfolio of
approximately  $34.06 million,  consisting primarily of United States agency and
mortgage-related  securities and open-ended mutual funds whose underlying assets
are high quality fixed-rate and adjustable-rate  mortgage-backed securities. The
Company  will  continue  to  seek  high  quality   investments   with  short  to
intermediate  maturities and durations of from one to five years as permitted by
OTS regulations.

     The  investment  policy of the Bank was  approved by the Board of Directors
and is implemented by the Investment/Asset Liability Management Committee, which
consists of the chief executive officer,  the chief financial  officer,  and the
senior  lending  officer.  The  controller of the Bank serves as the  investment
manager.  Generally,  the investment policy of the Bank is to invest funds among
various  categories of investments and to select  maturities based on the Bank's
asset/liability  management  policies,  concern for highest investment  quality,
liquidity needs, and performance  objectives.  The investment  activities of the
Bank  consist  primarily of  mortgage-backed  securities  and other  securities,
consisting  primarily of securities issued or guaranteed by the U.S.  government
or agencies thereof.

     In 1995, the Board of the Bank and  management  made a decision to increase
its  investment  activities to utilize the credit  capacity of the Bank, and its
excess  liquidity.  The  result of this  change has been to add  investments  in
adjustable rate mortgage backed securities  financed with advances from the FHLB
of Seattle.  The  maturity of the advance is closely  matched  with the interest
rate  adjustment on the mortgage backed  security.  This has allowed the Bank to
increase net interest  income with little  increase in interest  rate risk.  The
intent  is  to  maintain   this   portfolio   and  increase  the  balances  when
opportunities to make a reasonable  spread on the investment are available.  The
Bank has used two  different  advisors  in this  strategy  neither of which is a
securities broker.

                                       11
<PAGE>
     Investment Portfolio.  The following table sets forth the amortized cost of
the Company's  held to maturity  investment  portfolio,  the market value of its
available for sale investment  portfolio,  the market value of its investment in
mortgage-related  open-ended  mutual funds and FHLMC stock,  and the cost of its
FHLB stock and interest-bearing deposits. At December 31, 1998, the market value
of the Company's held to maturity portfolio was $5.47 million.

                                                             At December 31,
                                                             ---------------
                                                             1998       1997
                                                             ----       ----
                                                             (In Thousands)
Available for sale portfolio                        
  Agency securities                                       $ 5,602    $13,585
  Mortgage related securities                              15,868     13,789
Held to maturity portfolio                          
  Agency securities                                           501        503
  State and other political subdivisions                      176         --
  Mortgage related securities                               4,658      7,484
Open-ended mutual funds                                     3,960      6,428
FHLMC stock                                                 1,544      1,099
FHLB stock                                                  1,754      1,625
                                                            -----      -----
     Total                                                $34,063    $44,513
                                                          =======    =======

     Investment and Mortgage-backed  Portfolio  Maturities.  The following table
sets forth certain information  regarding the carrying values,  weighted average
yields and maturities of the Bank's  investment and  mortgage-backed  securities
portfolios (including those held to maturity and held for sale).
<TABLE>
<CAPTION>
                                                                At December 31, 1998
                               ------------------------------------------------------------------------------------------------
                                 One year or      One to Five       Five to Ten      More than Ten        Total investment
                                    Less             Years             Years             Years               Securities
                               ----------------  ----------------  ----------------  ----------------  ----------------  ------
                               Carrying Average  Carrying Average  Carrying Average  Carrying Average  Carrying Average  Market
                                 Value   Yield     Value   Yield     Value   Yield     Value  Yield      Value   Yield    Value
                                 -----   -----     -----   -----     -----   -----     -----  -----      -----   -----    -----
                                                               (Dollars in Thousands)
<S>                             <C>     <C>      <C>      <C>      <C>      <C>     <C>       <C>     <C>       <C>       <C>   
U.S. agency obligations:
Held to maturity                 501    8.35%        -    0.00%        -    0.00%        -    0.00%      501    8.35%       514
Available for sale                 -    0.00%    2,540    6.45%    3,062    7.48%        -    0.00%    5,602    7.01%     5,602
Mortgage-backed securities(1)
Held to maturity                 239    6.80%      662    5.76%      532    7.69%    3,225    8.16%    4,658    7.74%     4,784
Available for sale                 -    0.00%        -    0.00%    2,132    6.41%   13,737    6.75%   15,869    6.70%    15,869
Tax exempt securities              -    0.00%                         75    6.00%      101    6.40%      176    6.23%       176
FHLB Stock(2)                    N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A    1,754      N/A     1,754
FHLMC Stock(2)                   N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A    1,544      N/A     1,544
Mutual Funds(2)(3):
ARM Portfolio                    N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A    1,031    5.39%     1,031
LongTerm Mortgage Portfolio      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A    2,928    6.08%     2,928
                                ----    -----    -----    -----    -----    -----   ------    -----   ------    -----    ------
Total                            740    7.85%    3,202    6.31%    5,801    7.09%   17,063    7.01%   34,063    6.84%    34,202
                                ====    =====    =====    =====    =====    =====   ======    =====   ======    =====    ======
</TABLE>
---------------------------
(1) Included unamortized premiums of $70,245 at December 31, 1998.
(2)  Amounts are only included in total columns because these investments do not
     have stated maturities.
(3)  The mutual  funds are  open-ended  funds  registered  under the  Investment
     Company Act of 1940.  The Funds invest in various  securities  that federal
     savings  and  loan  associations  can  invest  in  directly.   Shay  Assets
     Management Co. serves as the fund's investment advisor.

                                       12
<PAGE>
Sources of Funds

      Deposits.  Consumer and commercial deposits are attracted principally from
within the Bank's primary market area through the offering of a broad  selection
of deposit instruments  including regular savings,  money market deposits,  term
certificate  accounts  (including jumbo certificates in denominations of $99,000
or more),  and  individual  retirement  accounts.  Deposit  account  terms  vary
according to the minimum balance required, the time period the funds must remain
on deposit, and the interest rate, among other factors. The Bank does not obtain
funds through  brokers,  nor does it actively solicit funds outside of the State
of Wyoming.

      The  interest  rates paid by the Bank on deposits  can be set daily at the
direction of management and are determined by evaluating the following  factors:
(i) the interest  rates  offered by other local  savings  institutions,  and the
degree of competition the Bank wishes to maintain;  (ii) the Bank's  anticipated
need for cash and the  timing  of that  desired  cash  flow;  (iii)  the cost of
borrowing from other sources versus the cost of acquiring funds through customer
deposits;  and (iv) the Bank's  anticipation of future  economic  conditions and
related interest rates. The Bank has not used above-market rates in recent years
to attract deposits.

      Regular  savings,  NOW  accounts,  and money market  accounts  constituted
$15.20 million,  or 33.07% of the Bank's deposit portfolio at December 31, 1998.
Certificates  of  deposit  with  original  maturities  of  three  to  12  months
constituted   $14.63  million  or  31.83%  of  the  deposit   portfolio.   Jumbo
certificates of deposit, with principal amounts of $99,000 or more,  constituted
$4.48  million or 9.74% of the  portfolio at December 31, 1998.  Of that amount,
$812,000  was deposits of the State of Wyoming for which the Bank pledged a $3.0
million Federal Home Loan Bank (FHLB) debenture.

      The following table sets forth the time deposits in the Bank classified by
rates as of the dates indicated.
                                                       At December 31,
                                                       --------------
                                                      1998        1997
                                                      ----        ----
Interest Rate                                          (In Thousands)
3.01-4.00%                                         $   295     $    --
4.01-5.00%                                          11,183       4,642
5.01-6.00%                                          18,531      26,980
6.01-7.00%                                             761         738
                                                    ------      ------
  Total                                            $30,770     $32,360
                                                    ======      ======

     The following  table sets forth the amount and  maturities of time deposits
at December 31, 1998.
<TABLE>
<CAPTION>
                                                 Amount Due
                         ---------------------------------------------------------------------
                          December 31,  December 31,  December 31,  December 31,
                              1999          2000          2001          2002          Total
                         ---------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>         <C>
INTEREST RATE
    3.001% -4.000%        $   295,336    $        -     $        -     $      -    $   295,336
    4.001% -5.000%          9,965,086     1,082,664        135,655            -     11,183,405
    5.001% -6.000%         13,201,381     3,058,031      1,785,151      486,261     18,530,824
    6.001% -7.000%            298,137       407,371         55,191            -        760,699     
                           ----------    ----------     ----------     --------    -----------
                          $23,759,940    $4,548,066     $1,975,997     $486,261    $30,770,264
                          ===========    ==========     ==========     ========    ===========
</TABLE>                
                                       13
<PAGE>
     The following table indicates the amount of the Bank's certificate accounts
of $100,000 or more by time remaining until maturity as of December 31, 1998.

Maturity Period                                    Balances
---------------                                    --------
                                                (In Thousands)
Three months or less                                   $1,380
Over three through six months                             200
Over six through twelve months                          2,145
Over twelve months                                        751
                                                       ------
    Total                                              $4,476
                                                       ======
Borrowings

     As a member of the FHLB of  Seattle,  the Bank has  access  to its  advance
program and other credit  products.  At December  31, 1998,  the Bank had $23.80
million  borrowings  outstanding  from the  FHLB.  As of and for the year  ended
December  31,  1998,  the Bank had no other  borrowings.  The Bank  matches FHLB
advances with mortgage-backed securities with similar maturity to take advantage
of the  difference  (or spread)  between the rate paid on the  advances  and the
yield on the  securities.  The following  table sets forth  certain  information
about the Bank's FHLB advances at the dates indicated.

                                        As of and for the Years Ended
                                        -----------------------------
                                             1998             1997
                                             ----             ----
                                            (Dollars in Thousands)
         Maximum balance                    $29,135          $30,901
         Average balance                     25,786           26,624
         Balance at end of period            23,799           29,697
         Weighted average rate:
           at end of period                   5.75%            5.79%
           during the period                  5.50%            5.75%

Subsidiary Activity

     In September  1993,  the Company  acquired all of the capital  stock of the
Bank.  The  officers of the  Company  consist of the  officers of the Bank.  The
Company is organized as a savings and loan holding  company.  As of December 31,
1998,  the net book value of the  Company's  investment  in the Bank amounted to
$8.59 million.

     The Bank has one  wholly-owned  subsidiary  corporation,  First  Tri-County
Service, Inc. ("FTCS").  FTCS was incorporated in the State of Wyoming in August
1982 and is engaged in the sale of life, credit life, and disability  insurance.
The Bank is permitted  to invest up to 2% of its assets in the capital  stock of
subsidiary corporations or in loans (secured or unsecured) to those entities. An
additional investment of 1% of assets is allowed if the additional investment is
used for community  development  purposes.  Based upon the 2% limitation,  as of
December 31, 1998, the Bank was authorized to invest up to  approximately  $1.62
million in the stock of service  corporations.  As of December 31, 1998, the net
book value of the Bank's  investment in stock,  unsecured  loans and  conforming
loans in its service corporation was $15,755.

Employees

     Substantially,  all of the activities of the Company are conducted  through
the Bank,  therefore at December 31, 1998, the Company did not have any salaried
employees.  As of December 31, 1998,  the Bank had 17  full-time  employees  and
three  part-time  employees.  None of the Bank's  employees are represented by a
collective  bargaining  group. The Bank believes that its relationship  with its
employees is good.

                                       14
<PAGE>
Regulation

     Set forth below is a brief  description of certain laws that related to the
regulation of the Company and the Bank. The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.

Company Regulation

     General.  The Company is a unitary savings and loan holding company subject
to regulatory oversight by the OTS. As such, the Company is required to register
and file reports with the OTS and is subject to regulation  and  examination  by
the OTS. In addition, the OTS has enforcement authority over the Company and its
non-savings association subsidiaries,  should such subsidiaries be formed, which
also permits the OTS to restrict or prohibit  activities  that are determined to
be a serious risk to the subsidiary  savings  association.  This  regulation and
oversight is intended primarily for the protection of the depositors of the Bank
and not for the benefit of stockholders of the Company.

     Qualified  Thrift  Lender  Test.  As a  unitary  savings  and loan  holding
company, the Company generally is not subject to activity restrictions, provided
the Bank  satisfies  the Qualified  Thrift  Lender  ("QTL") test. If the Company
acquires  control of another savings  association as a separate  subsidiary,  it
would become a multiple savings and loan holding company,  and the activities of
the  Company  and any of its  subsidiaries  (other  than the  Bank or any  other
SAIF-insured   savings   association)   would  become  subject  to  restrictions
applicable to bank holding  companies unless such other  associations  each also
qualify  as a QTL  and  were  acquired  in a  supervisory  acquisition.  See "--
Regulation of the Bank -- Qualified Thrift Lender Test."

     Restrictions on Acquisitions. The Company must obtain approval from the OTS
before  acquiring   control  of  any  other   SAIF-insured   association.   Such
acquisitions  are generally  prohibited if they result in a multiple savings and
loan holding company  controlling  savings  associations in more than one state.
However,  such  interstate  acquisitions  are permitted  based on specific state
authorization or in a supervisory acquisition of a failing savings association.

     Subject to appropriate  regulatory  approvals,  a bank holding  company can
acquire  control  of a  savings  association,  and  if  it  controls  a  savings
association,  merge or  consolidate  the assets and  liabilities  of the savings
association  with, or transfer  assets and  liabilities  to, any subsidiary bank
which  is a  member  of the BIF with the  approval  of the  appropriate  federal
banking  agency  and the  Federal  Reserve  Board.  Generally,  federal  savings
associations can acquire or be acquired by any insured depository institution.

     Federal  Securities  Law.  The  Company is subject to filing and  reporting
requirement by virtue of having its common stock registered under the Securities
Exchange  Act of  1934.  Furthermore,  company  stock  held by  persons  who are
affiliates  (generally  officers,  directors and principal  stockholders) of the
Company may not be resold without registration or unless sold in accordance with
certain  resale  restrictions.  If the Company meets  specified  current  public
information  requirements,  each affiliate of the Company is able to sell in the
public  market,  without  registration,  a  limited  number  of  shares  in  any
three-month period.

Regulation of the Bank

     General.  The Bank is subject to supervision and examination by the OTS. In
addition,  the Bank is insured by and subject to certain regulations of the FDIC
and is a member of the FHLB.  The Bank is also  subject to various  requirements
and restrictions under federal and state law, including requirements to maintain
reserves  against  deposits,  restrictions  on the  types,  amount and terms and
conditions  of  loans  that  may be  granted  and  limitations  on the  types of
investments  that may be made and the  types of  services  that may be  offered.
Various consumer laws and regulations also affect the operations of the Bank.

                                       15
<PAGE>
     Insurance of Deposit  Accounts.  The Bank's deposit accounts are insured by
the SAIF to a maximum of $100,000 for each insured member (as defined by law and
regulation).  The FDIC has the  authority,  should it  initiate  proceedings  to
terminate an institution's  deposit  insurance,  to suspend the insurance of any
such institution without tangible capital. However, if a savings association has
positive capital when it includes qualifying  intangible assets, the FDIC cannot
suspend deposit  insurance unless capital declines  materially,  the institution
fails to enter into and remain in  compliance  with an approved  capital plan or
the institution is operating in an unsafe or unsound manner.

     Regardless of an institution's capital level,  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 institution's primary regulator.

     The FDIC charges an annual  assessment  for the insurance of deposits based
on the risk a particular  institution poses to its deposit insurance fund. Under
this  system,  a bank or thrift  pays  within a range of 0 cents to 27 cents per
$100 of domestic deposits, depending upon the institution's risk classification.
This  risk  classification  is  based  on an  institution's  capital  group  and
supervisory subgroup assignment. In addition, the FDIC is authorized to increase
such deposit insurance rates, on a semi-annual basis, if it determines that such
action is  necessary  to cause the  balance in the SAIF to reach the  designated
reserve ratio of 1.25% of SAIF-insured  deposits  within a reasonable  period of
time.  The FDIC also may impose  special  assessments  on SAIF  members to repay
amounts borrowed from the U.S. Treasury or for any other reason deemed necessary
by the FDIC. The Bank's federal deposit insurance premium expense for the fiscal
year ended December 31, 1998, amounted to approximately $27,921.

     Regulatory Capital  Requirements.  OTS capital  regulations require savings
institutions to meet three capital standards: (1) tangible capital equal to 1.5%
of total adjusted assets,  (2) a leverage ratio (core capital) equal to at least
4% of total adjusted assets, and (3) a risk-based  capital  requirement equal to
8.0% of total risk-weighted assets.

     Savings  associations  with a greater than "normal"  level of interest rate
exposure  will,  in the future,  be subject to a deduction  for an interest rate
risk ("IRR")  component  may be from capital for purposes of  calculating  their
risk-based capital requirement. See "-- Net Portfolio Value."

     As  shown  below,  the  Bank's  regulatory  capital  exceeded  all  minimum
regulatory  capital  requirements  applicable  to it as of  December  31,  1998:

                                                      Percent of
                                                       Adjusted
                                            Amount      Assets
                                            ------    ----------
                                          (Dollars in Thousands)
Tangible Capital:
Regulatory requirement                     $1,198      1.50%
Actual capital                              8,307     10.41%
                                            -----     ------
           Excess                          $7,109      8.91%
                                           ======     ====== 
Core Capital:
Regulatory requirement                     $3,195      4.00%
Actual capital                              8,307     10.41%
                                            -----     ------ 
           Excess                          $5,112      6.41%
                                           ======     ====== 
Risk-Based Capital:
Regulatory requirement                     $2,783      8.00%
Actual capital                              8,717     25.06%
                                            -----     ------
           Excess                          $5,934     17.06%
                                           ======     ====== 
                                     
                                       16
<PAGE>
     Effect of Inflation and Changing Prices.  The Bank's  financial  statements
and  related  data  presented  herein  have been  prepared  in  accordance  with
generally accepted accounting principles ("GAAP"), which require the measurement
of financial  position and  operating  results in terms of  historical  dollars,
without  considering changes in the relative purchasing power of money over time
due to inflation.  Unlike industrial companies,  virtually all of the assets and
liabilities  of a financial  institution  are  monetary in nature.  As a result,
interest  rates  have a more  significant  impact on a  financial  institution's
performance  than the effects of general levels of inflation.  Interest rates do
not  necessarily  move in the same  direction or with the same  magnitude as the
prices of goods and services.

     Net Portfolio  Value.  The OTS requires the computation of amounts by which
the net present value of an institution's  cash flows from assets,  liabilities,
and off balance sheet items (the  institution's  net portfolio  value, or "NPV")
would  change  in the event of a range of  assumed  changes  in market  interest
rates.  The OTS also  requires  the  computation  of  estimated  changes  in net
interest  income over a four-quarter  period.  These  computations  estimate the
effect of an  institution's  NPV and net interest  income of  instantaneous  and
permanent 1% to 4% increases  and  decreases in market  interest  rates.  In the
Bank's interest rate sensitive policy,  the Board of Directors has established a
maximum decrease in net interest income and maximum decreases in NPV given these
instantaneous changes in interest rates.

     An institution's interest rate risk is measured as the change to its NPV as
a result of a hypothetical  200 basis point change in market  interest  rates. A
resulting  change in NPV of more than 2% of the  estimated  market  value of its
assets  will  require  the  institution  to deduct  from its capital 50% of that
excess  change.  The rules provide that the OTS will calculate the IRR component
quarterly for each  institution.  The following table presents the Bank's NPV at
December  31,  1998  as  calculated  by the  OTS and  based  on OTS  assumptions
utilizing raw data voluntarily provided to the OTS by the Bank.

 Changes in Interest
Rates in Basis Points
   (Rate Shock) (1)             Net Portfolio Value          NPV as % of Assets
----------------------     ------------------------------    -------------------
                           $ Amount  $ Change  % Change      NPV Ratio  Change
                               (Dollars in Thousands)

              +400 bp          6,559    -5,143      -44%         8.66%   -546 bp
              +300 bp          8,288    -3,414      -29%        10.63%   -349 bp
              +200 bp          9,633    -2,069      -18%        12.07%   -205 bp
              +100 bp         10,803      -899       -8%        13.26%    -86 bp
                 0 bp         11,702                            14.12%
              -100 bp         12,445       743       +6%        14.78%    +67 bp
              -200 bp         13,212     1,510      +13%        15.45%   +133 bp
              -300 bp         14,214     2,512      +21%        16.32%   +220 bp
              -400 bp         15,237     3,535      +30%        17.18%   +306 bp

----------------------
(1) Denotes rate shock used to compute interest rate risk capital component.

                                       17
<PAGE>
                                             As of December 31,
                                                   1998
                                             ------------------
RISK MEASURES:
200 Basis Point Rate Shock
Pre-Shock NPV Ratio:  NPV as %                     
  of Present Value of Assets                       14.12%
Exposure Measure:  Post-Shock
  NPV Ratio                                        12.07%
Sensitivity Measure:Change in NPV Ratio             -205 bp

CALCULATION OF CAPITAL COMPONENT:
Change in NPV as % of Present
Value of Assets                                    -2.49%
Interest Rate Risk Capital Component                  --

     Computations of prospective  effects of hypothetical  interest rate changes
are based on numerous assumptions,  including relative levels of market interest
rates, loan prepayments and deposit  run-offs,  and should not be relied upon as
indicative of actual results.  Further,  the computations do not contemplate any
actions the Bank may undertake in response to changes in interest rates.

     Although  the Bank is not  subject  to the  interest  rate  risk  component
reduction  discussed above, the Bank is still subject to interest rate risk and,
as can be seen above,  rising interest rates will reduce the Bank's NPV. The OTS
has authority to require  otherwise exempt  institutions to comply with the rule
concerning interest rate risk.

     Dividend  and  Other  Capital  Distribution  Limitations.  OTS  regulations
require  the  Bank  to  give  the OTS 30 days  advance  notice  of any  proposed
declaration of dividends to the Company, and the OTS has the authority under its
supervisory powers to prohibit the payment of dividends to the Company.

     OTS  regulations  impose  limitations  upon all  capital  distributions  by
savings  institutions,  such  as  cash  dividends,  payments  to  repurchase  or
otherwise acquire its shares, payments to shareholders of another institution in
a cash-out  merger and other  distributions  charged against  capital.  The rule
establishes  three tiers of  institutions,  based primarily on an  institution's
capital  level.  An  institution  that  exceeds  all  fully  phased-in   capital
requirements  before  and  after  a  proposed  capital   distribution  ("Tier  1
institution")  and has not  been  advised  by the OTS that it is in need of more
than the normal  supervision can, after prior notice but without the approval of
the OTS, make capital  distributions during a calendar year equal to the greater
of (i) 100% of its net income to date during the  calendar  year plus the amount
that would reduce by one-half its "surplus  capital  ratio" (the excess  capital
over its fully phased-in capital  requirements) at the beginning of the calendar
year,  or (ii) 75% of its net income over the most recent four  quarter  period.
Any additional capital  distributions  require prior regulatory approval.  As of
December 31, 1998,  the Bank was a Tier 1  institution.  In the event the Bank's
capital fell below its fully  phased-in  requirement or the OTS notified it that
it was in need of more than  normal  supervision,  the  Bank'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.

     In addition, the Bank may not declare or pay a cash dividend on its capital
stock if the effect  thereof  would be to reduce the  regulatory  capital of the
Bank below the amount  required for the  liquidation  account to be  established
pursuant to the Bank's Plan of  Conversion.  Finally,  a savings  association is
prohibited from making a capital distribution if, after making the distribution,
the  savings  association  would be  undercapitalized  (not  meet any one of its
minimum regulatory capital requirements).

                                       18
<PAGE>
     Qualified Thrift Lender Test. Savings institutions must meet a QTL test. If
the  Bank  maintains  an  appropriate  level  of  Qualified  Thrift  Investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-related  securities) ("QTIs") and otherwise qualifies as a QTL, it will
continue  to enjoy  full  borrowing  privileges  from the FHLB of  Seattle.  The
required  percentage of QTIs is 65% of portfolio  assets  (defined as all assets
minus  intangible  assets,  property used by the  institution  in conducting its
business and liquid  assets equal to 10% of total  assets).  Certain  assets are
subject to a  percentage  limitation  of 20% of portfolio  assets.  In addition,
savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as
qualifying  QTIs. An  association  must be in compliance  with the QTL test on a
monthly basis in nine out of every twelve  months.  As of December 31, 1998, the
Bank was in  compliance  with its QTL  requirement  with  88.15%  of its  assets
invested in QTIs.

     A savings  association that does not meet a QTL test must either convert to
a bank charter or comply with the following restrictions on its operations:  (i)
the  savings  association  may not  engage in any new  activity  or make any new
investment,  directly or  indirectly,  unless such  activity  or  investment  is
permissible  for a  national  bank;  (ii) the  branching  powers of the  savings
association  shall be restricted to those of a national bank;  (iii) the savings
association shall not be eligible to obtain any advances from its FHLB; and (iv)
payment of  dividends by the savings  association  shall be subject to the rules
regarding  payment of dividends by a national bank. Upon the expiration of three
years from the date the  savings  association  ceases to be a QTL, it must cease
any activity and not retain any investment not  permissible  for a national bank
and  immediately  repay any  outstanding  FHLB  advances  (subject to safety and
soundness considerations).

     Loans-to-One  Borrower.  See "-- Business of the Bank -- Origination, Sale,
and Purchase of Loans -- Loans-to-One Borrower."

     Community  Reinvestment.  Under the Community  Reinvestment Act ("CRA"), as
implemented  by OTS  regulations,  a savings  association  has a continuing  and
affirmative obligation consistent with its safe and sound operation to help meet
the credit needs of its entire  community,  including  low and  moderate  income
neighborhoods.  The CRA does not  establish  specific  lending  requirements  or
programs  for  financial   institutions  nor  does  it  limit  an  institution's
discretion  to develop the types of products and  services  that it believes are
best  suited  to its  particular  community,  consistent  with the CRA.  The CRA
requires the OTS, in connection with its  examination of a savings  institution,
to assess the institution's  record of meeting the credit needs of its community
and to take such record into account in its  evaluation of certain  applications
by such institution.  Federal law requires public disclosure of an institution's
CRA  rating  and  requires  the  OTS  to  provide  a  written  evaluation  of an
institution's CRA performance  utilizing a four-tiered system. The Bank received
an "outstanding" rating as a result of its last evaluation in March, 1998.

     Transactions With Affiliates.  Generally, restrictions on transactions with
affiliates  require  that  transactions  between  a savings  association  or its
subsidiaries  and  its  affiliates  be on  terms  as  favorable  to the  Bank as
comparable  transactions  with  non-affiliates.  In  addition,  certain of these
transactions  are restricted to an aggregate  percentage of the Bank's  capital;
collateral  in  specified  amounts  must  usually be provided by  affiliates  to
receive loans from the Bank.  Affiliates of the Bank include the Company and any
company that would be under common control with the Bank. In addition, a savings
association may not lend to any affiliate  engaged in activities not permissible
for a bank holding  company or acquire the  securities of any affiliate  that is
not a subsidiary.  The OTS has the discretion to treat  subsidiaries  of savings
associations as affiliates on a case-by-case basis.

                                       19
<PAGE>
     Regulations  require  the  Bank  (i) to  extend  credit  to  its  officers,
directors,  and 10%  shareholders,  as well as to  entities  that  such  persons
control  on  terms  substantially  similar  to  those  offered  to  unaffiliated
individuals,  (ii) place limits on the amount of loans the Bank may make to such
persons  based,  in part,  on the Bank's  capital  position,  and (iii)  require
certain approval  procedures to be followed.  An exception to this limitation is
made where there is an employee  benefit program that provides for extensions of
credit to insiders  that are widely  available to employees of the Bank and does
not give preference to an insider over other employees of the Bank.

     Liquidity  Requirements.  All savings associations are required to maintain
an average daily  balance of liquid assets equal to a certain  percentage of the
sum of its  average  daily  balance of net  withdrawable  deposit  accounts  and
borrowings payable in one year or less. The liquidity  requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings  associations.  At December 31, 1998,  the Bank's  required
liquid asset ratio is 4%.

     Federal Home Loan Bank System. The Bank is a member of the FHLB of Seattle,
which is one of 12 regional FHLBs that  administers  the home  financing  credit
function of savings associations.  Each FHLB serves as a reserve or central bank
for its members within its assigned region. It is funded primarily from proceeds
derived from the sale of consolidated  obligations of the FHLB System.  It makes
loans to members  (i.e.,  advances) in accordance  with policies and  procedures
established by the Board of Directors of the FHLB.

     As a member,  the Bank is required to purchase  and  maintain  stock in the
FHLB of  Seattle  in an  amount  equal to at least  1% of its  aggregate  unpaid
residential  mortgage loans, home purchase  contracts or similar  obligations at
the beginning of each year. At December 31, 1998,  the Bank had $1.75 million in
FHLB stock, which was in compliance with this requirement.

     Federal Reserve  System.  The Federal Reserve Board requires all depository
institutions  to maintain  non-interest  bearing  reserves at  specified  levels
against  their  transaction  accounts  (primarily  checking,  NOW, and Super NOW
checking  accounts) and non-personal time deposits.  The balances  maintained to
meet the reserve  requirements  imposed by the Federal Reserve Board may be used
to satisfy the liquidity  requirements  that are imposed by the OTS. At December
31,  1998,  the  Bank  was  in  compliance  with  these  Federal  Reserve  Board
requirements.

                                       20
<PAGE>
Item  2.  Description of Property

     (a) Properties.

     Currently,  the Company does not own real property but utilizes the offices
of the  Bank.  The Bank  operates  from  its main  office  located  in  downtown
Torrington  at 2201 Main  Street,  Torrington,  Wyoming  82240 and from a branch
office located at 957 Maple Street, Wheatland, Wyoming 82201. The Bank owns both
office  facilities.  The main office was opened in 1935 and the present facility
has 4,380 square feet. The total investment in the property and equipment at the
main office is  $1,266,689  with a net book value of  $660,741  at December  31,
1998.  The  Wheatland  branch was opened in June 1979 with the present  facility
being built in July 1980. The total  investment in the property and equipment at
the  Wheatland  branch is $529,834 with a net book value of $140,399 at December
31, 1998.

     At  December  31,  1998,  the  Bank  had a total  investment  in its  land,
buildings  and  improvements,   and  fixtures,   furniture,   and  equipment  of
$1,796,523,  less accumulated depreciation of $995,383, for a net carrying value
of $801,140.

     The Company has a contract to purchase 4.4 acres of land in the vicinity of
the  intersection of Hynds  Boulevard and Vandehei Avenue in Cheyenne,  Wyoming.
The Company plans to complete the purchase of land in April of 1999 and the Bank
intends to open a branch  office on the site in the third  quarter of 1999.  See
the  "Management  Discussion and Analysis of Financial  Condition and Results of
Operation"  section  of the  Annual  Report for a  discussion  of the  financial
implications of this endeavor.

    (b) Investment Policies.

     See  "Item 1.  Business"  above  for a general  description  of the  Bank's
investment  policies and any  regulatory  or Board of  Directors'  percentage of
assets limitations  regarding certain investments.  All of the Bank's investment
policies are  reviewed  and approved by the Board of Directors of the Bank,  and
such  policies,  subject to  regulatory  restrictions  (if any),  can be changed
without a vote of stockholders. The Bank's investments are primarily acquired to
produce income, and to a lesser extent, possible capital gain.

          (1) Investments in Real Estate or Interests in Real Estate.  See "Item
     1. Business -- Lending  Activities," "Item 1. Business -- Regulation of the
     Bank," and "Item 2. Description of Property. (a) Properties" above.

          (2)  Investments  in Real Estate  Mortgages.  See "Item 1. Business --
     Lending Activities" and "Item 1. Business -- Regulation of the Bank."

          (3)  Investments  in Securities  of or Interests in Persons  Primarily
     Engaged  in Real  Estate  Activities.  See  "Item 1.  Business  --  Lending
     Activities,"  "Item 1.  Business --  Regulation  of the Bank," and "Item 1.
     Business -- Subsidiary Activity."

    (c)  Description of Real Estate and Operating Data.

    Not Applicable.

Item  3.  Legal Proceedings

     The Bank,  from time to time,  is a party to ordinary  routine  litigation,
which arises in the normal course of business,  such as claims to enforce liens,
condemnation  proceedings  on  properties  in  which  the  Bank  holds  security
interests, claims involving the making and servicing of real property loans, and
other issues incident to the business of the Bank. In the opinion of management,
no material loss is expected from any of such pending claims or lawsuits.

                                       21
<PAGE>
Item  4.  Submission of Matters to a Vote of Security Holders

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended December 31, 1998.


PART II

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

     The information  contained under the section captioned "Market and Dividend
Information" in the Company's  Annual Report to Stockholders for the fiscal year
ended  December  31,  1998 (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

     The  Company's   consolidated  financial  statements  required  herein  are
incorporated herein by reference.

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

     Not Applicable.


PART III

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

     The  information  contained  under the section  captioned "I -- Information
with respect to Nominees  for  Director,  Directors  Continuing  in Office,  and
Executive  Officers"  in  the  Company's  definitive  proxy  statement  for  the
Company's  Annual  Meeting  of  Stockholders  to be held on April 28,  1999 (the
"Proxy Statement") which is incorporated herein by reference.

Item 10.  Executive Compensation

      The  information  contained  under the  section  captioned  "Director  and
Executive Officer Compensation" 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 "Voting  Securities and Principal
            Holders Thereof" in the Proxy Statement.

                                       22
<PAGE>
      (b)   Security Ownership of Management

            Information   required  by  this  item  is  incorporated  herein  by
            reference to the section captioned "I -- Information with respect to
            Nominees for Director, Directors Continuing in Office, and Executive
            Officers" in the Proxy Statement.

      (c)   Changes in Control

            Management of the Corporation  knows of no  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 Registrant.

Item 12.  Certain Relationships and Related Transactions

      The information  required by this item is incorporated herein by reference
to the section captioned  "Certain  Relationships and Related  Transactions" and
"Voting Securities and Principal Holders Thereof" in the Proxy Statement.

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

(a)(1)The Consolidated  Financial  Statements and Independent  Auditors' Reports
      included in the Annual Report,  listed below, are  incorporated  herein by
      reference.

      1.    Independent Auditors' Reports

      2.    Tri-County Bancorp, Inc. and Subsidiary

            (a)   Consolidated Statements of Financial Condition at December 31,
                  1998 and 1997
            (b)   Consolidated  Statements  of  Operations  for the years  ended
                  December 31, 1998 and 1997
            (c)   Consolidated  Statements of Stockholders' Equity for the years
                  ended December 31, 1998 and 1997
            (d)   Consolidated  Statements  of Cash  Flows for the  years  ended
                  December 31, 1998 and 1997
            (e)   Notes to Consolidated Financial Statements

(a)(2) All  schedules  have been  omitted  because the required  information  is
either  inapplicable  or  included  in  the  Notes  to  Consolidated   Financial
Statements.

(a)(3)  Exhibits  are  either  filed  or  attached  as part of  this  Report  or
incorporated herein by reference.

            3.1   Articles of Incorporation of Tri-County Bancorp, Inc.*

            3.2   Bylaws of Tri-County Bancorp, Inc.*

            4     Specimen Stock Certificate**

            10.1  1993 Stock Option Plan*

            10.2  Management Stock Bonus Plan and Trust*

            11    Statement re: Computation  of Per Share Earnings (see Footnote
                  1 in the Annual Report)

                                       23
<PAGE>
            13    Annual  Report  to  Stockholders  for  the  fiscal  year ended
                  December 31, 1998

            21    Subsidiaries  of  the  Registrant (See information provided at
                  "Item 1. Business -- Subsidiary Activity").

            23    Consent of Dalby, Wendland & Co., P.C.

            27    Financial Data Schedule***

(b)   Reports on Form 8-K.

      No reports on Form 8-K were filed by the registrant during 1998.

(c)   Exhibits to this Form 10-KSB are attached or incorporated  by reference as
      stated above.
----------
*     Incorporated by reference to the  Registrant's  Registration  Statement on
      Form S-1  (33-65162)  declared  effective by the  Commission on August 12,
      1993.
**    Incorporated by reference to the Annual  Securities  Report on Form 10-KSB
      for the fiscal year ended December 31, 1994 (File No.  0-22220) filed with
      the SEC.
***   In electronic filing only.

                                       24
<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.

                                          TRI-COUNTY BANCORP, INC.


Dated:  March 30, 1999                  By:/s/Robert L. Savage  
                                           President, Chief Executive Officer,
                                           and Director (Duly Authorized
                                           Representative)

      Pursuant to the  requirement 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/ Robert L. Savage                    By:/s/ William J.Rueb        
       President, Chief Executive Officer         Director
       and Director (Principal Executive
       Officer)

Date:  March 30, 1999                      Date:  March 30, 1999


By:/s/ Larry C. Goddard                    By:/s/ Lance H. Griggs       
       Chairman of the Board                      Director

Date:  March 30, 1999                      Date:  March 30, 1999


By:/s/ David C. Kellam                     By:/s/ Tommy A. Gardner       
       Director                                   Vice President, Principal
                                                  Accounting and Financial 
                                                  Officer

Date:  March 30, 1999                      Date:  March 30, 1999


By:/s/ Carl F. Rupp                         
       Director

Date: March 30, 1999