<PAGE>




                                    UNITED STATES

                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549

                                     FORM 10-QSB


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

               For the quarterly period ended September 30, 1996

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

               For the transition period from           to          
                                              ---------    -------
                            Commission File Number 1-13824


                            CITISAVE FINANCIAL CORPORATION
                  (Exact name of issuer as specified in its charter)


             Louisiana                                     72-1289214
       (State or other jurisdiction                        (I.R.S. Employer
    of incorporation or organization)                      Identification No.)

                   665 Florida Street, Baton Rouge, Louisiana 70801
                       (Address of principal executive offices)

Issuer's telephone number, including area code: (504)383-4102

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

Shares of common stock, par value $.01 per share, outstanding as of Sept 30, 
1996:  962,207. Transitional Small Business Disclosure Format:  Yes     No X  
                                                                   ---    --- 

<PAGE>

                            CITISAVE FINANCIAL CORPORATION

                                     FORM 10-QSB
                           QUARTER ENDED SEPTEMBER 30, 1996

                            PART I - FINANCIAL INFORMATION

Interim Financial Information required by Rule 10-01 of Regulation S-X and 
Item 303 of Regulation S-B is included in this Form 10-QSB as referenced 
below:

ITEM 1 - FINANCIAL STATEMENTS                                           PAGE

    Consolidated Statements of Financial Condition at 
                   September 30, 1996 and December 31, 1995             3 

    Consolidated Statements of Income For the Three and Nine Months 
         Ended September 30, 1996 and 1995                              4

    Consolidated Statements of Stockholders' Equity for
         the Nine Months Ended September 30, 1996 and 1995              5

    Consolidated Statements of Cash Flows For the Nine Months Ended
          September 30, 1996 and 1995                                   6 - 7

    Notes to Consolidated Financial Statements                          8 - 11

Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations                           12 - 18

                             PART II - OTHER INFORMATION

Item 1 - Legal Proceedings                                              19

Item 2 - Changes in Securities                                          19

Item 3 - Defaults Upon Senior Securities                                19

Item 4 - Submission of Matters to a Vote of Security Holders            19

Item 5 - Other Information                                              19

Item 6 - Exhibits and Reports on Form 8-K                               20

Signatures                                                              21

<PAGE>

                            CITISAVE FINANCIAL CORPORATION
                    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      AS OF SEPTEMBER 30, 1996 AND DECEMBER 1995
                                                                          
<TABLE>
<CAPTION>
                                                (Unaudited)      (Unaudited)
                                               September 30,     December 31,
                                                   1996             1995 
<S>                                           -------------------------------
Assets:                                               (In Thousands)
                                                 <C>              <C>
Cash and Cash Equivalents                        $ 1,322          $ 1,022
Interest-Bearing Deposits in
    Other Institutions                               288            2,914
                                              -------------------------------
  Total Cash and Cash Equivalents                  1,610            3,936

Federal Funds Sold                                 2,675            5,000

Securities:
  Investment Securities held to maturity          21,738           22,521
      (Market Value $21,509, and $22,525)
  Mortgage-Backed Securities held to
      maturity (Market Value $2,353,
      and $2,575)                                  2,358            2,565

  Federal Home Loan Bank Stock                       374              358
                                               -----------------------------
Total Securities                                  24,470           25,444 

Insurance Accounts Receivable                         43               56
Loans Held for Sale                                  379                0
Real Estate Owned                                     73               39

Loans Receivable                                  43,862           41,792
      Less:  Allowance for Loan Losses               (67)             (82)
                                              ------------------------------
  Total Loans Receivable                          43,795           41,710
Accrued Interest Receivable                          512              531
Premises and Equipment                             1,797            1,369
Other Assets                                         277              116
Costs in Excess of Net Assets of 
  Business Acquired                                    4               17
                                              ------------------------------
Total Assets                                     $75,635          $78,218
                                            ===============================
Liabilities & Stockholders' Equity:
Deposits                                         $61,889          $62,514
Accounts Payable                                     171              243
Advances from Borrowers for Taxes & Insurance        191               94
Federal Income Taxes:
      Current                                          0               16
      Deferred                                       160              160
Accrued Expenses & Other Liabilities               1,092              854
                                              ------------------------------
         Total Liabilities                        63,503           63,881
Minority Interest in Subsidiary                       31               37

Stockholders' Equity:
  Common Stock, $.01 Par Value; Authorized
      10,000,000 Shares, 964,707 Issued Shares        10               10
  Paid-in Capital in Excess of Par                 7,285            9,144
  Retained Earnings                                6,036            5,879
  Unearned ESOP Shares                              (675)            (733)
  Unearned Compensation-MRP Shares                  (520)               0
  Treasury Stock at Cost, 2,500  and 
      0 shares, respectively                         (35)               0
                                              ------------------------------
Total Stockholders' Equity                        12,101           14,300
                                              ------------------------------
Total Liabilities & Stockholders Equity          $75,635          $78,218
                                              ==============================

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                         -3-

<PAGE>
                                           
                           CITISAVE FINANCIAL CORPORATION
                          CONSOLIDATED STATEMENTS OF INCOME
   FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995

<TABLE>
<CAPTION>
                                                                  (Unaudited)                              (Unaudited)
                                                                 Quarter Ended                          Nine Months Ended
                                                           Sept 30,           Sept 30,               Sept 30,        Sept 30,
                                                             1996               1995                   1996            1995   
                                                          ---------------------------               -------------------------
                                                                         (In Thousands, Except Per Share Data)
<S>                                                       <C>                <C>                   <C>             <C>

Interest Income:
   Loans                                                  $   946           $   880                 $   2,782       $   2,490
   Investment Securities                                      356               371                     1,020           1,039
   Mortgage-Backed Securities                                  39                43                       119             130
    Other Interest-earning Assets                              44               107                       250             165
                                                          -------------------------                  ------------------------
        Total Interest Income                               1,385             1,401                     4,171           3,824
                                                          -------------------------                  ------------------------
Interest Expense:
    Deposits                                                  629               657                     1,906           1,855
    Other Interest-bearing Liabilities                          0                 0                         0               4
                                                          -------------------------                  ------------------------
        Total Interest Expense                                629               657                     1,906           1,859
                                                          -------------------------                  ------------------------
         Net Interest Income                                  756               744                     2,265           1,965
    Provision for Loan Losses                                   9                 5                        24              15
                                                          -------------------------                  ------------------------
         Net Interest Income After Provision
              for Loan Losses                                 747               739                     2,241           1,950
                                                          -------------------------                  ------------------------
Noninterest Income:
   Insurance Agency Commissions                               156               175                       546             529
   Rent Income                                                  2                 2                         5               5
   Loan Fees and Service Charges                               84                86                       246             254
    Gain on Sales of Loans                                     33                32                        86              39
    Other                                                       5                 5                        15              14
                                                          -------------------------                  ------------------------
        Total Noninterest Income                              280               300                       898             841
                                                          -------------------------                  ------------------------
Noninterest Expense:
   Compensation and Benefits                                  409               401                     1,202           1,153
   Occupancy and Equipment Exp                                 86                97                       254             278
   Federal Insurance Premium                                  450                37                       526             109
   Net Real Estate Owned Exp                                    2               (26)                        1             (27)
   Other                                                      206               115                       582             342
   Goodwill Amortization                                        5                 4                        13              13
                                                          -------------------------                  -------------------------
        Total Noninterest Expense                           1,158               628                     2,578           1,868
                                                          -------------------------                  -------------------------
  Income (Loss) Before Provision for Taxes &
        Minority Interest                                    (131)              411                       561             923
  Income Tax Expense                                          (51)              146                       173             305
                                                          -------------------------                  ------------------------
        Net Income (Loss) Before 
        Minority Interest                                     (80)              265                       388             618
Minority Interest in Subsidiary                                 5                10                        31              31
                                                          -------------------------                  ------------------------
        Net Income (Loss)                                 $   (85)          $   255                   $   357         $   587
                                                          -------------------------                  ------------------------
Per Share:
        Net Income (Loss) - Note 5                        $ (0.09)          $  0.25                   $  0.39              NA
        Dividends - Note 5                                   0.075             0.075                     0.225             NA
        Special Distribution - Note 5                           NA                NA                     2.00              NA       


</TABLE>

The accompanying notes are an integral part of these financial statements.

                                         -4-

<PAGE>

                    CITISAVE FINANCIAL CORPORATION AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>
                                                  (Unaudited)        (Unaudited)
                                                   Sept 30,           Sept 30,
                                                     1996               1995
                                                 -------------------------------
                                                         (In Thousands)
<S>                                             <C>                   <C>
Common Stock:
    Balance-Beginning of Period                  $     10             $        0
      Issuance of Common Stock-Note 2                   0                     10
                                                 -------------------------------
      Balance-End of Period                            10                     10
                                                 -------------------------------
                                                 -------------------------------
Paid-In Capital in Excess of Par:
     Balance-Beginning of Period                 $  9,144             $        0
    Issuance of Common Stock-Note 2                     0                  9,128
     Special Distribution-Note 5                   (1,929)                     0
    ESOP Shares Released for Allocation-Note 3         70                      6
                                                 ------------------------------
     Balance-End of Period                          7,285                  9,134
                                                 ------------------------------
                                                 ------------------------------

Retained Earnings:
     Balance-Beginning of Period                 $  5,879             $   5,178
     Net Income                                       357                   587
     Cash Dividends-Note 5                           (200)                  (66)
                                                 ------------------------------
     Balance-End of Period                          6,036                 5,699
                                                 ------------------------------
                                                 ------------------------------

Unearned ESOP Shares:
    Balance-Beginning of Period                  $   (733)            $       0
     Establishment of ESOP-Note 3                       0                  (772)
     Shares Released for Allocation-Note 3             58                    20
                                                 ------------------------------
     Balance-End of Period                           (675)                 (752)
                                                 ------------------------------
                                                 ------------------------------

Unearned Compensation-MRP Shares:
     Balance-Beginning of Period                        0                     0
     Shares Acquired by MRP Trust-Note 4             (535)                    0
     Shares Earned by Participants of MRP-Note 4       15                     0
                                                 ------------------------------
      Balance-End of Period                          (520)                    0
                                                 ------------------------------
                                                 ------------------------------

Treasury Stock:
     Balance-Beginning of Period                        0                     0
     Shares Acquired - 2,500 at Cost                  (35)                    0
                                                 ------------------------------
     Balance - End of Period                          (35)                    0
                                                 ------------------------------
Total Stockholders' Equity                       $  12,101            $  14,091
                                                 ------------------------------
                                                 ------------------------------

</TABLE>

The accompanying notes are an integral part of these financial statements. 





                                         -5-
<PAGE>


                    CITISAVE FINANCIAL CORPORATION AND SUBSIDIARY
                         CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                           
<TABLE>
<CAPTION>
                                                                                   (Unaudited)                 (Unaudited)
                                                                                     Sept 30,                    Sept 30,
                                                                                       1996                        1995
                                                                                   ---------------------------------------
                                                                                               (In Thousands)
<S>                                                                                <C>                              <C>
Cash Flows from Operating Activities:
Net Income                                                                         $   357                       $   587
Adjustments to Reconcile Net Income
  to Net Cash Provided by (Used in)
   Operating Activities:
        Provision for Loan  Losses                                                      24                            15
       Gain on Sale of Real Estate Owned                                                 0                           (27)
       Provision for Depreciation and Amortization                                      86                            84
       Other                                                                             6                            25
       Increase (Decrease) in Minority Interest, Net                                    (6)                            6
       Stock Dividends on Federal Home Loan Bank Stock                                 (16)                          (16)
       Loans Originated for Sale                                                    (6,568)                       (3,443)
       Sale of Loans                                                                 6,189                         3,202
       Amortization (Accretion) of Securities 
            Premiums (Discounts)                                                       (43)                         (160)
   Changes in Assets and Liabilities:
        (Increase) Decrease in Insurance         
        Accounts Receivable                                                             13                            (6)
        (Increase) Decrease in Accrued Interest Receivable                              19                           (62)
        (Increase) Decrease in Other Assets                                           (161)                           (4)
        Increase (Decrease) in Accounts Payable                                        (72)                           66
        Increase (Decrease) in Income Taxes Payable                                    (16)                          (27)
        Increase (Decrease) in Accrued
            Expenses and Other Liabilities                                             238                           483
                                                                                     -----------------------------------
         Net Cash Provided by (Used in) Operating Activities                            50                           723
                                                                                     -----------------------------------

Cash Flows from Investing Activities:
       Proceeds from Sale of Premises and Equipment                                     48                             0
        Purchase of Premises and Equipment                                            (549)                          (98)
        Maturities of Investment Securities                                         14,190                        12,250
        Purchase of Investment Securities                                          (13,364)                      (11,303)
        Maturities of Mortgage-Backed Securities                                       207                           209
        Net (Increase) Decrease in Federal Funds Sold                               2 ,325                        (1,175)
        Net (Increase) Decrease in Loans                                            (2,191)                       (6,061)
        Net Proceeds from Sales of Foreclosed Real Estate                               64                           135
        Foreclosure Added                                                               (6)                            0
                                                                                     -----------------------------------
        Net Cash Provided by (Used in) Investing Activities                            724                        (6,043)
                                                                                     -----------------------------------

</TABLE>

                                           -6- 


<PAGE>

<TABLE>

<S>                                                                                 <C>                        <C>

Cash Flows from Financing Activities:
      MRP                                                                             (535)                            0
      Treasury Stock                                                                   (35)                            0
      ESOP                                                                             128                             0
      Dividends                                                                       (200)                          (66)
      Special Distribution                                                          (1,929)                            0
      Net Proceeds from the Issuance of Common Stock                                     0                         8,367
      Net Increase (Decrease) in Demand
         Accounts, Ready Cash Accounts and 
         Passbook Savings Accounts                                                     625                          (132)
      Net Increase (Decrease) in 
          Certificates of Deposit                                                   (1,251)                          982
      Net Increase (Decrease) in Advances from Borrowers
         for Taxes and Insurance                                                        97                            83
                                                                                  --------------------------------------
      Net Cash Provided by (Used in) Investing Activities                           (3,100)                        9,234
                                                                                  --------------------------------------
      Increase (Decrease) in Cash and Cash Equivalents                              (2,326)                        3,914
      Cash and Cash Equivalents-Beginning of Period                                  3,936                         1,045
                                                                                  --------------------------------------
      Cash and Cash Equivalents-End of Period                                     $  1,610                     $   4,959
                                                                                  --------------------------------------
                                                                                  --------------------------------------


      Supplemental Disclosures of Cash Flow Information
      Cash Payments for:
         Interest Paid to Depositors                                              $  1,906                     $   1,859
                                                                                  --------------------------------------
                                                                                  --------------------------------------

         Income Taxes                                                                  123                           268
                                                                                  --------------------------------------
                                                                                  --------------------------------------


      Supplemental Schedules of Noncash Investing 
         and Financing Activities:
              Transfers from Loans to Real Estate
                 Acquired through Foreclosure                                           67                             0
                                                                                  --------------------------------------
                                                                                  --------------------------------------

      Loans to Facilitate the Sale of Real Estate Owned                                  0                           102
                                                                                  --------------------------------------
                                                                                  --------------------------------------

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                         -7-

<PAGE>
                            CITISAVE FINANCIAL CORPORATION
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)
                                  SEPTEMBER 30, 1996

NOTE 1 - BASIS OF PRESENTATION

    The accompanying consolidated financial statements for the nine-month 
period ended September 30, 1996 include the accounts of CitiSave Financial 
Corporation and its wholly owned subsidiary, Citizens Savings Association, 
F.A. (Association).  The Association has been consolidated with its wholly 
owned subsidiary, 665 Florida Street Corp.  665 Florida Street Corp. has been 
consolidated with Roberts and Eastland (a Louisiana partnership), of which it 
owns an 80% interest.  Currently, the business and management of CitiSave 
Financial Corporation is primarily the business and management of the 
Association.  All significant intercompany transactions and balances have 
been eliminated in the consolidation.  The minority interest's share of the 
net income of Roberts and Eastland has been properly reflected in these 
financial statements.

    The accompanying unaudited financial statements were prepared in 
accordance with instructions for Form 10-QSB and, therefore, do not include 
information or footnotes necessary for a complete presentation of financial 
position, results of operations and cash flows in conformity with generally 
accepted accounting principles.  However, all adjustments (consisting only of 
normal recurring accruals) which, in the opinion of management, are necessary 
for a fair presentation of the financial statements have been included.

NOTE 2 - REORGANIZATION AND CHANGE OF CORPORATE FORM

    In July 1995, Citizens Savings and Loan Association completed its 
reorganization into a holding company structure whereby Citizens Savings and 
Loan Association (i) converted its charter to a federal stock savings and 
loan association known as Citizens Savings Association, F.A., and (ii) 
concurrently issued all of its outstanding capital stock to the newly formed 
holding company, CitiSave Financial Corporation (the Company).  As part of 
the Reorganization, which was accounted for by the pooling of interests 
method of accounting, the Company issued 964,707 shares of common stock, 
77,177 shares of which were acquired by its Employee Stock Ownership Plan, 
and the Association issued 1,000 shares of $.01 par value common stock to the 
Company.

NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN

    The Company sponsors a leveraged employee stock ownership plan (ESOP) 
that covers all employees who have at least one year of service with the 
Company.  The ESOP is accounted for in accordance with AICPA SOP 93-6, 
"Employers' Accounting for Employee Stock Ownership Plans".  The ESOP shares 
initially were pledged as collateral for its debt.  The debt is being repaid 
based on a ten-year amortization and the shares are being released for 
allocation to active employees annually over the ten-year period.  The shares 
pledged as collateral are deducted from stockholders' equity as unearned ESOP 
shares in the accompanying balance sheets.

                                              -8-
<PAGE>

As shares are released from collateral, the Company reports compensation 
expense equal to the current market price of the shares.  Dividends on 
allocated ESOP shares are recorded as a reduction of retained earnings.  
Compensation expense of the ESOP  was $86,000 for the nine months ended 
September 30, 1996 based on the release of 5,813 shares. As of September 30, 
1996, there were 3,876 allocated shares, 5,813 shares had been committed to 
be released and 67,488 shares were uncommitted and held in suspense by the 
ESOP.  

NOTE 4 - MANAGEMENT RECOGNITION PLAN AND STOCK OPTION PLANS

    A special stockholders' meeting was held on July 23, 1996 for the purpose 
of approving the following stock benefit plans:  (1) 1996 Key Employee Stock 
Compensation Program; (2) 1996 Directors' Stock Option Plan; and (3) 1996 
Management Recognition Plan for Officers and Trust Agreement.  At that 
meeting, all of the above proposals were adopted and approved by the 
stockholders.  In October 1995, the Financial Accounting Standards Board 
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123, 
"Accounting for Stock-Based Compensation," which is effective for 
transactions entered into after December 15, 1995. This statement establishes 
financial accounting and reporting standards for stock-based employee 
compensation plans.  This Statement defines a fair value method of accounting 
for an employee stock option or similar equity instrument and encourages all 
entities to adopt that method of accounting for all of their employee stock 
compensation plans.  However, it also allows an entity to continue to measure 
compensation cost for those plans using the intrinsic value method of 
accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to 
Employees."  Under the fair value method, compensation cost is measured at 
the grant date based on the value of the award and is recognized over the 
service period, which is usually the vesting period.  Under the intrinsic 
value method, compensation cost is the excess, if any, of the quoted market 
price of the stock at grant date or other measurement date over the amount an 
employee must pay to acquire the stock.  The Company uses the intrinsic value 
method.

1996 KEY EMPLOYEE STOCK COMPENSATION PROGRAM 

    This program was designed to attract and retain qualified personnel in 
key positions, provide key employees with a proprietary interest in the 
Company as an incentive to contribute to the success of the Company and 
reward key employees for outstanding performance.  An aggregate of 67,529 
shares of authorized but unissued Common Stock of the Company has been 
reserved for future issuance under the Program.  A total of 60,567 stock 
options were granted at July 23, 1996.  These grants represented 89.7% of the 
total stock options approved.  The exercise price for the key employee stock 
options was set at $13.875 per share on the date of the stockholder approval. 
 These stock options are exercisable at anytime following the date the 
options were granted until ten years after the grant date.  

1996 DIRECTORS' STOCK OPTION PLAN

    In order to attract and retain qualified directors for the Company and 
the Association, the Board of Directors and stockholders of the Company have 
adopted the 1996 Directors' Stock Option Plan.  An aggregate of 28,941 shares 
of authorized but unissued Common Stock 
                                           
                                           
                                         -9-

<PAGE>

of the Company has been reserved for issuance under the Directors' Option 
Plan.  On July 23, 1996, there were eight non-employee directors who were 
each granted 3,255 options.  The exercise price for the stock options was set 
at $13.875 per share on the date of the stockholder approval. The directors' 
options will be exercisable at any time on or after six months following the 
date the options were granted until ten years after the date of the grant.

1996 MANAGEMENT RECOGNITION PLAN FOR OFFICERS AND TRUST AGREEMENT

    The objective of this plan is to enable the Company to provide officers 
and key employees with a proprietary interest in the Company as compensation 
for their contributions to the Company and its subsidiaries and as an 
incentive to contribute to the Company's future success.  The approval of the 
stockholders allowed the Company to acquire 38,588 shares of Common Stock on 
behalf of the Officers' MRP in the open market on August 1, 1996 at $13.875 
per share.  The 32,847 shares of Common Stock granted pursuant to the 
Officers' MRP are in the form of restricted stock payable over a five year 
period at a rate of 20% per year, on each annual anniversary of the date the 
award was granted.  The Company will recognize  compensation expense as 
shares of Common Stock granted under this plan vest.  The amount of 
compensation expense recognized is based upon the fair market value of the 
Common Stock at the date of grant to recipients ($13.875 per share).

NOTE 5 - DIVIDENDS AND EARNINGS PER SHARE

    During the nine-month period ended September 30, 1996, the Company paid 
dividends of $0.075 per share to shareholders of record on March 15, 1996, 
June 15, 1996 and September 15, 1996.  The dividends were paid to 
shareholders on March 31, 1996, June 28, 1996 and September 30, 1996.  The 
Company also declared a special return of capital cash distribution of $2.00 
per share paid to shareholders of record on June 15, 1996.  The special 
return of capital distribution was paid on June 28, 1996.  
                                           
    This special distribution was authorized by a favorable private letter 
ruling received from the Internal Revenue Service whereby the portion of the 
distribution which exceeds the amount of the current or accumulated earnings 
and profits of CitiSave Financial Corporation for 1996, the taxable year of 
the distribution, is not a dividend, and will reduce the shareholders' 
adjusted basis in the stock of CitiSave Financial Corporation. This 
distribution has been recorded as a reduction in Paid-In Capital and its 
final disposition will be determined at December 31, 1996.

    The Company had a net loss of $85,000 or $.09 per share for the 
three-month period ending September 30, 1996 based on weighted average shares 
outstanding for the quarter of 959,460 shares.  For the nine-month period 
from January 1, 1996 through September 30, 1996, the Company earned $0.39 per 
share based on the weighted average shares outstanding of 914,914.

                                         -10-

<PAGE>

    The weighted average shares outstanding calculation was based on the 
issuance of 964,707 shares less the unreleased ESOP shares held in the 
collateral account in each period. 1,938 ESOP shares were released from the 
collateral account on March 31, 1996, on June 30, 1996 and on September 30, 
1996.  The allocation to ESOP participants is done on an annual basis. The 
calculation also includes the 86,607 directors and employee stock options 
approved at the July 23, 1996 special stockholders meeting, less Treasury 
Stock of 2,500 shares purchased.
                                           
NOTE 6 - RECENT DEVELOPMENTS  

   Deposit accounts at commercial banks and savings institutions are insured 
up to $100,000 by the Federal Deposit Insurance Corporation (FDIC).  The FDIC 
maintains two separate funds:  insuring bank customer deposits using the Bank 
Insurance Fund (BIF) and insuring savings institution customer deposits with 
the Savings Association Insurance Fund (SAIF).  Each institution pays deposit 
insurance premiums into the fund covering their deposits.   On September 30, 
1996 President Clinton signed into law, legislation passed by Congress 
charging a one-time special assessment of 65.7 basis points to all depository 
institutions with SAIF insured deposits in order to recapitalize the SAIF.  
This assessment has been charged to operating expense for the third quarter 
of 1996 and will be paid to the SAIF on November 29, 1996.  The FDIC used the 
March 1995 SAIF assessable base to compute the charge for all affected 
institutions and Citizens Savings Association has received its assessment 
notice from the FDIC totaling $414,000.   As a result of this legislation, 
the FDIC will lower SAIF premiums to its members to as low as 6.4 basis 
points for 1997, 1998, and 1999.  Based on its current deposit base, this 
action will reduce the future FDIC/SAIF annual premiums by approximately 
$100,000 per year for Citizens.

NOTE 7 - ALLOWANCE FOR LOAN LOSSES

    The following is a summary of the activity in the allowance for loan losses.

<TABLE>
<CAPTION>
                                                   (Unaudited)

                                                Nine months Ended
                                       Sept 30, 1996       Sept 30, 1995
                                       -------------       -------------
                                                (IN THOUSANDS)
<S>                                        <C>                  <C>
Balance at Beginning of Period             82                   139
   Provision for Loan Losses               24                    15
    (Recovery of Loan Losses)             (20)                    0
   Charged-Off Loans                      (19)                  (13)
                                         -------              -------
Balance at End of Period                   67                   141  
                                         =======              =======
</TABLE>

    The Association had non-performing loans contractually past due 90 days 
or more totaling approximately $91,000 and $143,000 at September 30, 1996 and 
1995 respectively.   Impairment of loans having recorded investments of 
$91,000 at September 30, 1996 has been recognized in conformity with SFAS No. 
114 as amended by SFAS No. 118.  The total allowance for loan losses related 
to these loans was $9,100.  The allowance for loan loss of $67,000 as of 
September 30, 1996 was .15% of the total loan portfolio and was 73.5% of the 
non-performing loan balance.

                                         -11-

<PAGE>

                    CITISAVE FINANCIAL CORPORATION AND SUBSIDIARY
                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    The following discussion compares the consolidated financial condition of 
CitiSave Financial Corporation and Subsidiary at September 30, 1996 to 
December 31, 1995 and the results of operations for the three and nine months 
ended September 30, 1996 with the same periods in 1995.  Currently, the 
business and management of CitiSave Financial Corporation is primarily the 
business and management of the Association. This discussion should be read in 
conjunction with the interim consolidated financial statements and footnotes 
included herein.

CHANGES IN FINANCIAL CONDITION

    Total assets decreased $2.6 million or 3.4% from $78.2 million at 
December 31, 1995 to $75.6 million at September 30, 1996. The decrease in 
total assets is primarily due to a special return of capital cash 
distribution of $1.9 million paid on June 28, 1996 to the stockholders of the 
Company.  The decrease in assets reflected decreases in total cash and cash 
equivalents and in federal funds sold, offset by an increase in loans 
receivable and in premises and equipment at September 30, 1996.

    Interest-earning assets in other institutions decreased from $2.9 million 
at December 31, 1995 to $288,000 at September 30, 1996, as the excess 
liquidity was used to pay the $2 per share special distribution and also 
partially fund the increase in loans.  Federal funds sold decreased 46.5% 
from $5.0 million at December 31, 1995 to $2.7 million at September 30, 1996.

    The securities portfolio decreased 3.8% from $25.4 million at December 
31, 1995 to $24.5 million at September 30, 1996, as the amount of investment 
securities maturing or called exceeded the amount purchased. 

    The net loan portfolio increased $2.1 million or 5.0% from $41.7 million 
at December 31, 1995 to $43.8 million at September 30, 1996 and in addition, 
loans held for sale were $379,000 at September 30, 1996.  These increases 
were primarily due to a strong loan demand in the Association's market area 
and increased marketing efforts on the part of the Association in its lending 
area.  The loans added were mainly single-family mortgage loans funded 
through the decrease in the federal funds sold and decrease in other 
interest-bearing deposits.

    The premises and equipment of the Company increased by $428,000 or 31.3% 
as the Company continued construction of a new full service branch office. 
The Company completed construction of the branch at the end of September and 
opened it to customers on October 1.  An estimated final cost of $575,000 is 
expected for the building.  The Company also installed two automated teller 
machines in the past ninety days.

    Total deposits decreased $625,000 or 1.0% to $61.9 million at September 
30, 1996 from $62.5 million at December 31, 1995.  

                                         -12-
<PAGE>


    Total stockholders' equity decreased by $2.2 million or  15.4%, to $12.1 
million at September 30, 1996 compared to $14.3 million at December 31, 1995. 
 The decrease was the result of cash dividends on common stock paid to 
stockholders  of $200,000, a special return of capital cash distribution of  
$2 per share or $1.9 million and $535,000 used to acquire Common Stock in the 
establishment of the Company's Management Recognition Plan.  Net income of 
$357,000, release of ESOP shares of $128,000 and $15,000 MRP stock earned, 
partially offset the decrease during the period. 
    
REGULATORY CAPITAL

    As of September 30, 1996, the Association meets the criteria for a "well 
capitalized" institution following the Office of Thrift Institution's three 
capital requirements.  The Association's management believes that under the 
current regulations, the Association will continue to meet its minimum 
capital requirements in the foreseeable future. 

<TABLE>
<CAPTION>

Regulatory                           Tangible          Core          Risk-Based
Capital Requirements:                 Capital         Capital         Capital 
                                      --------        -------        ----------
                                               (DOLLARS IN THOUSANDS)
<S>                                   <C>              <C>            <C>
GAAP Capital                           $10,281         $10,281        $10,281
Nonallowable Capital:
   Costs in Excess of Net Assets 
      of Business Acquired                  (4)             (4)            (4)
Additional Capital Items:
   General Valuation Allowances            ---             ---             67
                                    ----------        --------      ---------
Regulatory Capital Computed -           10,277          10,277         10,344

Minimum Capital Requirement              1,119           2,237          2,760
                                    ----------        --------      ---------
Regulatory Capital Excess             $  9,158         $ 8,040        $ 7,584
                                      ========         =======        ======= 
Regulatory Capital as a Percentage       13.78%          13.78%         29.99%
Minimum Capital Required
    as a Percentage                       1.50%           3.00%          8.00%
                                        ------          ------          -------
Regulatory Capital as a
   Percentage in Excess 
      of Requirements                   12.28%           10.78%         21.99%
                                       ======           ======           ======
</TABLE>

LIQUIDITY

    The Association is required under applicable federal regulations to 
maintain specified levels of "liquid" investments in qualifying types of U.S. 
Government, federal agency and other investments having maturities of five 
years or less.  Current OTS regulations require that a savings institution 
maintain liquid assets of not less than 5% of its average daily balance of 
net withdrawable deposit accounts and borrowings payable in one year or less, 
of which short-term liquid assets must consist of not less than 1%.  At 
September 30, 1996, the Association's regulatory liquidity was 40.0% or $22.3 
million in excess of the minimum OTS requirement.

                                           
                                         -13-

<PAGE>


RESULTS OF OPERATIONS

    The Company reported a net loss of $85,000 or $.09 per share for the 
three months ended September 30, 1996, compared to net income of $255,000 or 
$.25 per share during the three month period ended September 30, 1995.  The 
one-time special FDIC assessment of $414,000 charged to operating expense in 
the third quarter 1996 was the reason for this loss. The net after tax effect 
of this assessment reduced income by $272,000.  Without this special 
assessment, the Company would have earned a net income of $188,000 or $.20 
per share for the quarter. 

    For the nine months ended September 30, 1996 the Company earned $357,000 
or $.39 per share compared to $587,000 for the same period of 1995, or a 
decrease of 39.3%.  Without the FDIC assessment, year to date income would 
have been $630,000 or $.69 per share, an increase of 7.3%.  Net interest 
income for the nine months ended September 30, 1996 increased by $300,000 or 
15.3% compared to the same period of 1995 and  non-interest income in 1996 
increased $57,000 or 6.8% over the 1995 results.  The increase in income was 
offset by an increase in total non-interest expense (excluding the FDIC 
assessment of $414,000) of $296,000 or 15.8% for the nine months ended 
September 30, 1996.  
    
NET INTEREST INCOME

    The primary source of earnings for the Company is net interest income, 
which is the difference between income generated from interest-earning assets 
and interest expense from interest-bearing liabilities.  The major factors 
that affect net interest income are changes in the volume and type of 
interest-earning assets and interest-bearing liabilities, along with changes 
in market rates.  

    Net interest income for the three months ending September 30, 1996 
increased $12,000 or 1.6%  for the quarter ended September 30, 1996 to 
$756,000 as compared to $744,000 for the third quarter of  1995.  This slight 
increase was due to a decrease of $28,000 in interest expense offset by a 
$16,000 decrease in interest income.  The decrease in interest expense was 
the result of a $1.9 million or  3.1% decrease in the average balance of 
interest-bearing liabilities and a decrease in the average cost of those 
liabilities from 4.32% to 4.26%.  The decrease in interest income was the  
result of a decrease of $2.3 million or 3.0% in the average balance of 
interest-earning assets partially offset by an increase in the average yield 
of those assets from 7.49% to 7.63%.  

    Net interest income for the first nine months of 1996 increased  $300,000 
or 15.3%, to $2.3 million compared to $2.0 million in the same period for 
1995.  This increase was primarily due to an increase of $4.5 million or 6.5% 
in the average balance of the Association's loan portfolio and other 
interest-earning assets and an increase in the average yield of those assets 
from 7.33% to 7.50%.   Also contributing to the increase in net interest 
income was a decrease of $1.3 million or 2.2% in the average balance of 
interest-bearing liabilities offset by an increase in the average cost of 
those liabilities from 4.06% to 4.25%.  

                                         -14-
<PAGE>

    Average interest rate spread is the average yield of interest-earning 
assets minus the average cost of interest-bearing liabilities.  The 
Association's average interest rate spread for the nine months ended 
September 30, 1996 was 3.25% compared to 3.27% for the same period in 1995.  
Net interest margin represents net interest income as a percent of average 
interest-earning assets.  Net interest margin was 4.07% for the nine months 
ended September 30, 1996 as compared to the 3.77% for the nine months ended 
September 30, 1995.
    
    The table of Average Balance Sheets and Interest Rate Analysis for the 
nine months period ended September 30, 1996 and 1995 on page 16 and the 
corresponding table of Rate/Volume Analysis on page 17 detail the effect the 
change in average balances and the change in interest rates had on net 
interest income during the respective periods.

                                         -15-

<PAGE>

                             CitiSave Financial Corporation
                                           
                  Average Balance Sheets and Interest Rate Analysis
                For the Nine Months Ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
                                           
                                                                          
                                                (Unaudited)                                  (Unaudited)
                                       Nine Months Ended Sept 30, 1996             Nine Months Ended Sept 30, 1995
                                       -------------------------------             -------------------------------
                                                               Average                                     Average
                                       Average                  Yield/             Average                  Yield/
                                       Balance     Interst       Rate              Balance     Interest      Rate
                                       -------------------------------             -------------------------------
                                           (Dollars in Thousands)                      (Dollars in Thousands)
<S>                                     <C>         <C>        <C>                 <C>         <C>         <C>
Interest-Earning Assets:
     Loans                         $   43,340    $   2,782     8.56 %           $   37,527  $   2,490      8.85  %
     Investment Securities             21,738        1,020     6.26                 25,302      1,039      5.48
     Mortgage-Backed Securities         2,434          119     6.52                  2,753        130      6.30
     Other Interest-Earning Assets      6,614          250     5.04                  3,997        165      5.47   
                                     --------       ------   ------                -------     ------    ------     
     Total Interest-Earning Assets     74,126        4,171     7.50                 69,579      3,824      7.33   
                                                    ------   ------                            ------    ------
Noninterest-Earning Assets              3,382                                        3,601 
                                      -------                                      -------
              Total Assets         $   77,508                                   $   73,180
                                      =======                                      =======
Interest-Bearing Liabilities:
       Passbook, NOW and Money 
          Market Accounts          $   18,400          288     2.09             $   17,863        299      2.23
       Certificates                    41,356        1,618     5.22                 42,400      1,556      4.89
       Other Interest-Bearing 
            Liabilities                     0            0        0                    826          4      0.65    
                                     --------       ------   ------                -------     ------    ------     

            Total Interest-Bearing 
                   Liabilities         59,756        1,906     4.25                 61,089      1,859      4.06    
Noninterest-Bearing Liabilities         3,960       ------   ------                 4,294      ------    ------ 
                                     --------                                       ------
          Total Liabilities            63,716                                       65,383

Stockholders' Equity                   13,792                                        7,797
                                     --------                                       ------
       Total Liabilities and 
           Stockholders' Equity    $   77,508                                    $  73,180
                                     ========                                      =======
Net Interest-Earning Assets        $   14,370                                    $   8,490
                                     ========                                      =======
Net Interest Income; Average  
     Interest Rate Spread                         $  2,265     3.25 %                          $1,965      3.27  %   
                                                  ========    =======                          =======     =======
Net Interest Margin                                            4.07  %                                     3.77  %
                                                              ========                                     ========
Average Interest-Earning Assets to
   Average Interest-Bearing Liabilities                      124.05  %                                   113.90  %
                                                             =========                                   ===========

</TABLE>
                                         -16-

<PAGE>

                                           
                            CITISAVE FINANCIAL CORPORATION
                                 RATE/VOLUME ANALYSIS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 VS. SEPTEMBER 30, 1995
                                     (Unaudited)
<TABLE>
<CAPTION>
                                                                             
                                ---------------------------------------------
                                     Increase (Decrease)           Total
                                          Due To                 Increase
                                ----------------------------
                                  Rate             Volume        (Decrease)
                                ---------------------------------------------

                                              (IN THOUSANDS)
<S>                             <C>             <C>                <C>
Interest-Earning Assets:
  Loans                         $  (84)         $    376            $  292
  Investment Securities            137              (157)              (20)
  Mortgage-Backed Securities         4               (15)              (11)
  Other Interest-Earning Assets    (14)              100                86
                                 -------------------------------------------
   Total Interest-Earning Assets    43               304               347
                                 -------------------------------------------
Interest-Bearing Liabilities:
  Passbook, NOW & Money 
       Market Accounts             (20)                9               (11)
  Certificates of Deposit          101               (39)               62
  Other                            ---                (4)               (4)
                                   -----------------------------------------
Total Interest-Bearing Liabilities  81               (34)               47
                                   -----------------------------------------
Increase (Decrease) in Net Interest 

Income                             (38)              338               300
                                   =========================================
</TABLE>

PROVISION FOR LOAN LOSSES

    The provision for loan losses increased $4,000 for the three months ended 
September 30, 1996 compared to the same period in 1995. For the nine months 
ended September 30, 1996, the Association recorded a provision for loan 
losses in the amount of $24,000 compared to $15,000 for the nine months ended 
September 30, 1995.  The allowance for loan losses is maintained at a level 
which, in management's judgment, is adequate to absorb credit losses inherent 
in the loan portfolio.  The amount of the allowance is based on management's 
quarterly evaluation of the collectibility of the loan portfolio, including 
the nature of the portfolio, credit concentrations, trends in historical loss 
experience, specific impaired loans, and economic conditions.  Allowances for 
impaired loans are generally determined based on collateral values or the 
present value of estimated cash flows. The allowance is increased by a 
provision for loan losses, which is charged to expense, and reduced by 
charge-offs, net of recoveries.  The allowance for loan loss was $67,000 at 
September 30, 1996 or .15% of the total loan portfolio.  The allowance for 
loan loss as a percentage of non-performing loans at September 30, 1996 was 
67.8%.
                                        - 17 -

<PAGE>

NON-INTEREST INCOME

    Non-interest income decreased by $20,000 or 6.7% to $280,000 for the 
three months ended September 30, 1996 compared to $300,000 for the same three 
month period in 1995.
    
    For the nine months ended September 30, 1996, non-interest income 
increased by $57,000,  or 6.8% to $898,000 compared to $841,000 over the same 
nine month period in 1995. 

NON-INTEREST EXPENSE

    Non-interest expense increased $530,000 to $1.2 million for the third 
quarter of 1996 as compared to $628,000 for the third quarter of 1995.  The 
increase in 1996 is primarily attributable to the one-time special FDIC SAIF 
assessment of $414,000, the additional expenses related to the special 
stockholders meeting and other expenses of being a public company.  

    Compensation and benefits increased by $49,000 or 4.3% for the nine 
months ended September 30, 1996 from the comparable 1995 period due to the 
cost of additional benefit plans approved by stockholders.  Other 
non-interest expense increased $240,000 in the nine month period ending 
September 30, 1996 compared to the same period in 1995, primarily due to 
increased legal, accounting and other expenses related to becoming a public 
company.   Because the Company became subject to the Louisiana Shares Tax and 
Louisiana Franchise Tax in 1996, non-interest expense increased $55,000 
during the nine-month period ending September 30, 1996 compared to the nine 
months of 1995.  The Association also increased its advertising expense by 
$30,000 in order to increase name recognition and product awareness.  
    
INCOME TAX EXPENSE

    The decrease in income tax expense for the quarter ended September 30, 
1996 was $197,000 compared to the same quarter in 1995. This decrease is 
primarily due to the increase in non-interest expense incurred during the 
third quarter of 1996.
  
    For the nine months ended September 30, 1996, income tax expense 
decreased  $132,000 to $173,000 compared to $305,000 for the same period in 
1995.  The decrease was due to a decrease in pre-tax income caused by the 
one-time FDIC special assessment of $414,000 being treated as operating 
expense for the third quarter.

                                         -18-
<PAGE>

                            CITISAVE FINANCIAL CORPORATION
                                     FORM 10-QSB

                           QUARTER ENDED SEPTEMBER 30, 1996

                             PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS:

         There are no matters required to be reported under this item.

ITEM 2 - CHANGES IN SECURITIES:

         There are no matters required to be reported under this item.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES:

         There are no matters required to be reported under this item.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         a) A special  meeting of stockholders was held on July 23, 1996 to 
            consider proposals regarding the Company's stock benefit plans.
         
         b) Proposals to approve the 1996 Key Employee Stock Compensation 
            Program, the 1996 Directors' Stock Option Plan, and the 1996 
            Management Recognition Plan for Officers and Trust Agreement 
            all received a majority of the total votes eligible to be cast 
            at the Special Meeting and all the matters were adopted by the 
            stockholders of the Company.

         c) There were a total of 964,707 shares which could have been voted 
            at the special meeting, and 648,319 votes were represented at the 
            meeting in person or by proxy.  On proposal 1 to approve the 1996 
            Key Employee Stock Compensation Program, the result of the vote was 
            as follows:  621,564 votes for the proposal;  20,705 votes against; 
            6,050 votes abstained; and 316,388 shares were not voted.  On 
            proposal 2 to approve the 1996 Directors' Stock Option Plan, the 
            result of the  vote was as follows:  581,651 votes for the 
            proposal; 63,168 votes against; 3,500 votes abstained; and 316,388 
            shares not voting.  On Proposal 3 to approve the 1996 Management 
            Recognition Plan for Officers and Trust Agreement, the result of 
            the vote was as follows:  582,054 votes for the proposal; 
            64,915 votes against; 1,350 votes abstained; and 316,388 shares were
            not voted.
              
ITEM 5 - OTHER INFORMATION

         There are no matters required to be reported under this item.

                                         -19-

<PAGE>

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K:
         a) Exhibits:
             The following exhibit is filed herewith:
                  Exhibit No.      Description
                  -----------      -----------
                    27.1           Financial Data Schedule
         b) Reports:
            No reports on Form 8-K were filed by the
            Registrant during the quarter ended September 30, 1996.


                                         -20-

<PAGE>

                                      SIGNATURES

    In accordance with the requirements of the Securities Exchange Act of 
1934, the Registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                  CITISAVE FINANCIAL CORPORATION
                                  Registrant



Date:   November 7,  1996                         /s/ Lee F. Nettles 
     -----------------------                      --------------------
                                                  Lee F. Nettles
                                                  Chairman of the Board,
                                                  President and Chief Executive 
                                                  Officer


Date:   November 7,  1996                        /s/ J. Larry Bellard 
     -----------------------                     ---------------------
                                                 J. Larry Bellard
                                                 Sr. Vice-President and 
                                                 Controller