UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-QSB

      (Mark One)
[X]   QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934 
      For the quarterly period ended December 31, 1996

                                      OR

[ ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934 
      For the transition period from ___________________ to ___________________

                        Commission File Number 0-24468

                            Guthrie Savings, Inc.
            (Exact name of registrant as specified in its charter)

            Oklahoma                                  73-1452383
      (State or other jurisdiction of                 IRS Employer
      incorporation or organization)               Identification Number

                 120 NORTH DIVISION, GUTHRIE, OKLAHOMA 73044
            (Address and Zip Code of principal executive offices)

                                (405) 282-2201
             (Registrant's telephone number, including area code)

                                     N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate  by check  mark  whether  the  registration  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes [ X ] No [ ]

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of February 6, 1997:
            $.01 par value common stock          451,759 shares
                       (Class)                        (Outstanding)





<PAGE>



                            GUTHRIE SAVINGS, INC.


                                    INDEX


                                                                   Page Number

PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements

        Statements of Financial Condition as of March 31, 1996 and
        December 31, 1996  (unaudited)                                     1
        Statements of Income for the Three and Nine Months Ended
        December 31, 1995 and 1996 (unaudited)                             2
        Statement of Cash Flows for the Nine Months
        Ended December 31, 1995 and 1996 (unaudited)                     3-4
        Notes to Financial Statements                                    5-8

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                         9-13
PART II - OTHER INFORMATION

   Item 1.  Legal Proceedings                                             14

   Item 2.  Changes in Securities                                         14

   Item 3.  Defaults in Senior Securities                                 14

   Item 4.  Submission of matters to a vote of security holders           14

   Item 5.  Other Information                                             14

   Item 6(a)Exhibits                                                      14

   Item 6(b)Reports on Form 8-K                                           14

SIGNATURES                                                                15


<PAGE>




                            GUTHRIE SAVINGS, INC.
                        PART I - FINANCIAL INFORMATION
                        ITEM 1 - FINANCIAL STATEMENTS

                Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                                         March 31,         1996
           ASSETS                                                          1996         (unaudited)
                                                                       ------------    -------------
Cash and cash equivalents
<S>                                                                    <C>             <C>         
   Interest bearing                                                    $    989,674    $    862,320
   Non-interest bearing                                                     412,435         296,191
Held-to-maturity investment securities                                    9,750,531       8,700,000
Available-for-sale investment securities                                  2,133,093       2,060,615
Mortgage-backed securities held to maturity                               9,428,366      13,568,102
Loans receivable, net                                                    22,971,565      22,945,104
Accrued income receivable                                                   363,528         342,737
Real estate owned and other
  repossessed property, net                                                       0          17,500
Office properties and equipment, net                                        627,836         608,081
Prepaid expenses and other assets                                           110,845          96,960
Prepaid income taxes                                                         31,758          18,583
                                                                       ------------    ------------

                                                                       $ 46,819,631    $ 49,516,193
                                                                       ============    ============
           LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
   Deposits                                                            $ 36,310,860    $ 33,781,175
   FHLB line of credit and advances                                       2,000,000       7,700,000
   Advances from borrowers for taxes and insurance                           40,298             998
   Dividend payable                                                         222,740               0
   Deferred income                                                           61,143          58,609
   Accrued expenses and other liabilities                                    78,784          97,716
   Income taxes
     Deferred                                                                57,151          41,145
                                                                       ------------    ------------
                                                                         38,770,976      41,679,643
                                                                       ------------    ------------
Stockholders' Equity
   Preferred stock, $.01 par value; 1,000,000
     shares authorized, no shares outstanding                                     0               0
   Common stock, $.01 par value; 3,000,000 shares
     authorized; 515,125 shares issued and outstanding                        5,151           5,151
   Additional paid-in capital                                             4,765,516       4,765,516
   Retained income (substantially restricted)                             4,222,553       4,463,100
   Treasury Stock, at cost (30,498 shares at March 31,1996
     and 63,366 shares at December 31, 1996)                               (409,078)       (860,996)
   Unamortized stock acquired by Employee Stock Ownership Plan             (350,285)       (350,285)
   Unamortized stock acquired by Management Stock Bonus Plan               (175,286)       (144,948)
   Net unrealized gain (loss) on available-for-sale securities               (9,916)        (40,988)
                                                                       ------------    ------------
           Total Stockholders' Equity                                     8,048,655       7,836,550
                                                                       ------------    ------------

                                                                       $ 46,819,631    $ 49,516,193
                                                                       ============    ============
</TABLE>

                                    Page 1

<PAGE>



                            GUTHRIE SAVINGS, INC.
                      Consolidated Statements of Income
<TABLE>
<CAPTION>

                                                    Three Months Ended       Nine Months Ended
                                                        December 31,            December 31,
                                              ------------------------- --------------------------
                                                  1995         1996          1995         1996
                                              ------------ ------------ -------------  -----------
                                              (Unaudited)   (Unaudited)   (Unaudited)  (Unaudited)
INTEREST INCOME
<S>                                            <C>          <C>           <C>          <C>       
   Interest on loans                           $  524,740   $  513,444    $1,560,458   $1,560,833
   Interest and dividends
     on investment securities                     183,386      187,626       543,258      579,951
   Interest on mortgage-
     backed securities                            150,377      203,372       445,055      550,926
                                               ----------   ----------    ----------   ----------
           Total interest income                  858,503      904,442     2,548,771    2,691,710
                                               ----------   ----------    ----------   ----------
INTEREST EXPENSE
   Deposits                                       442,266      380,973     1,317,658    1,156,295
   Borrowed money                                       0       97,866         9,423      202,662
                                               ----------   ----------    ----------   ----------
           Total interest expense                 442,266      478,839     1,327,081    1,358,957
                                               ----------   ----------    ----------   ----------

           Net interest income                    416,237      425,603     1,221,690    1,332,753
PROVISION FOR LOSSES
 ON LOANS                                             521            0         1,740          492
                                               ----------   ----------    ----------   ----------

           Net interest income
             after provision for loan losses      415,716      425,603     1.219,950    1,332,261
                                               ----------   ----------    ----------   ----------

NON-INTEREST INCOME
   Service charges and late fees                   40,616       39,157       122,614      123,628
   Other income                                     5,721        6,739        17,906       22,681
   Gain (loss) from sale of investments                 0       46,376             0       46,376
   Gain (loss) from real estate operations         16,335         (815)      132,033        1,059
                                               ----------   ----------    ----------   ----------
                                                   62,672       91,457       272,553      193,744
                                               ----------   ----------    ----------   ----------

NON-INTEREST EXPENSE
   Compensation and related expenses              150,196      161,419       428,198      460,533
   Occupancy expense                               18,942       17,159        50,211       49,206
   Professional fees                               22,896       24,914       100,345       92,962
   Federal insurance premium                       20,939       20,942        61,480       61,855
   SAIF special assessment                              0            0             0      225,433
   Data processing                                 25,784       19,841        71,429       62,995
   Bank charges                                    12,238       14,401        39,467       43,816
   Other expense                                   47,879       48,702       166,938      163,559
                                               ----------   ----------    ----------   ----------
                                                  298,874      307,378       918,068    1,160,359
                                               ----------   ----------    ----------   ----------
           Income before income taxes             179,514      209,682       574,435      365,646
INCOME TAX EXPENSE                                 62,200       71,000       196,650      125,100
                                               ----------   ----------    ----------   ----------

           Net income                          $  117,314   $  138,682    $  377,785   $  240,546
                                               ==========   ==========    ==========   ==========

PRIMARY:
   Earning per share                           $      .25   $      .33    $      .80   $      .56
                                               ==========   ==========    ==========   ==========
   Weighted average common shares
         outstanding                              476,292      426,520       475,175      431,874
                                               ==========   ==========    ==========   ==========
FULLY DILUTED:
   Earnings per share                          $      .25   $      .32    $      .79   $      .55
                                               ==========   ==========    ==========   ==========
   Weighted average common shares
         outstanding                              476,742      428,802       478,457      436,372
                                               ==========   ==========    ==========   ==========
DIVIDENDS PER SHARE                                    --           --            --           --

</TABLE>


                                    Page 2

<PAGE>




                            GUTHRIE SAVINGS, INC.
                    Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                    Nine Months Ended December 31,
                                                                              ----------------------------------------
                                                                                   1995                      1996
                                                                              --------------           ---------------
                                                                                (Unaudited)               (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                           <C>                      <C>          
   Net income                                                                 $    377,785             $     240,546
   Adjustments to reconcile net income to net
     cash provided by operating activities:
   Depreciation                                                                     36,138                    27,580
   FHLB Stock dividend                                                              (9,400)                  (29,600)
   Decrease (increase) in accrued interest receivable                               56,258                    20,791
   Increase (decrease) in accrued and deferred   
           income taxes                                                             70,556                    13,175
   Increase (decrease) in accrued expenses                                          46,891                    18,932
   Amortization of premiums and discounts
          on investments and loans                                                  29,579                     8,614
   Amortization of deferred gain on sale of real estate owned                      (23,344)                   (2,534)
   Provision for losses on loans and real estate owned                               1,740                       492
   Gain on sale of real estate owned                                              (122,070)                        0
   Amortization related to ESOP and MSBP                                                 0                    30,338
   (Increase) decrease in other assets                                              41,034                    13,885
                                                                              ------------             -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                          505,167                   342,219
                                                                              ------------             -------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Net loan (originations) and principal payments
     on loans held for investment                                                  288,015                    31,290
   Principal repayments on mortgage-backed securities-
     held to maturity                                                            1,101,851                 1,067,839
   Acquisition of mortgage-backed investment securities-
     held to maturity                                                           (1,000,965)               (5,227,289)
   Acquisition of held to maturity investment securities                        (1,250,000)                 (500,000)
   Maturity of held to maturity investment securities                            1,600,000                 1,550,000
   Sale of available for sale securities                                           300,000                    55,000
   Proceed from sale of real estate acquired in settlement of loans                334,501                         0
   Acquisition of fixed assets                                                           0                    (7,825)
   Other net                                                                       (11,782)                        0
                                                                              ------------             -------------
NET CASH PROVIDED (USED)
  BY INVESTING ACTIVITIES                                                        1,361,620                (3,030,985)
                                                                              ------------             -------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in deposits                                           2,047,019                (2,530,177)
   Net increase (decrease) in escrow accounts                                       (5,026)                  (49,997)
   Proceeds from FHLB advance                                                            0                 9,400,000
   Repayments of FHLB advance                                                   (1,700,000)               (3,700,000)
   Cash dividend paid                                                                    0                  (222,740)
   Purchase of treasury stock                                                     (194,624)                 (451,918)
   Purchase of management stock bonus plan shares                                 (275,083)                        0
                                                                              ------------             -------------
NET CASH PROVIDED (USED)
  BY FINANCING ACTIVITIES                                                     $   (127,714)            $   2,445,168
                                                                              ------------             -------------
</TABLE>

                                    Page 3

<PAGE>





               Consolidated Statements of Cash Flow (Continued)


NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                               $1,739,073      $ (243,598)
BEGINNING CASH AND CASH EQUIVALENTS                   1,090,473       1,402,109
                                                     ----------      -----------
                                                                     
ENDING CASH AND CASH EQUIVALENTS                     $2,829,546      $1,158,511
                                                     ==========      ==========
                                                                     
SUPPLEMENTAL DISCLOSURES
Cash paid for:                              
      Interest on deposits and advances             $ 1,331,485      $1,158,668
      Income taxes                                      126,094         111,925
   Loans to finance sale of real estate                              
     acquired through foreclosure                        29,500               0
   Transfers from loans to real estate acquired                      
     through foreclosure                                164,432          17,500


                                    Page 4

<PAGE>






                            GUTHRIE SAVINGS, INC.
                  Notes to Consolidated Financial Statements
                                 (Unaudited)



1.    Basis of Presentation

      The  accompanying   unaudited   financial   statements  were  prepared  in
      accordance with the instructions for Form 10-QSB and, accordingly,  do not
      include all  information and  disclosures  necessary to present  financial
      condition,  results of operations and cash flows of Guthrie Savings,  Inc.
      (the "Company") and its wholly-owned  subsidiary,  Guthrie Federal Savings
      Bank  (the  "Bank")  in  conformity  with  generally  accepted  accounting
      principles.  However,  all  normal  recurring  adjustments  have been made
      which,  in  the  opinion  of  management,   are  necessary  for  the  fair
      presentation of the financial statements.

      The results of operation for the nine month period ended December 31, 1996
      are not  necessarily  indicative  of the results which may be expected for
      the year ending March 31, 1997.

2.    Mutual - To - Stock Conversion

      On February 8, 1994,  the Board of Directors of the Bank adopted a Plan of
      Conversion  to convert  from a state  chartered  mutual  savings  and loan
      association  to  a  federally   chartered  stock  savings  bank  with  the
      concurrent formation of Guthrie Savings,  Inc. to act as a holding company
      of the Bank (the "Conversion").

      At the date of  conversion,  October 11, 1994,  the Company  completed the
      sale of 515,125 shares of common stock, $.01 par value, through concurrent
      subscription and community offerings at $10.00 per share.  Included in the
      total shares  outstanding  are 41,210  shares which were  purchased by the
      Bank's ESOP at $10.00 per share.  Net proceeds from the conversion,  after
      recognizing  conversion  expenses and underwriting  costs of $382,975 were
      $4,768,275. From the net proceeds, the company used $2,384,138 to purchase
      all of the capital  stock of the Bank and $412,100 to fund the purchase of
      41,210 shares of the company stock by the ESOP.

      Subsequent to the conversion, neither the Bank nor the Company may declare
      or pay cash dividends on any of their shares of common stock if the effect
      would  be to  reduce  stockholders'  equity  below  applicable  regulatory
      capital  requirements  or if such  declaration and payment would otherwise
      violate regulatory requirements. Additionally, the Bank may not declare or
      pay a cash dividend to the Company if the effect would cause the net worth
      of the Bank to be reduced  below the amount  required for the  liquidation
      account (amounting to $3,410,000 as of date of conversion).


                                    Page 5

<PAGE>



3.    Investment Securities


      A summary of the Bank's  investment  securities  as of March 31,  1996 and
      December 31, 1996 is as follows:

                                            Carrying Value          Market Value
                                      ---------------------------- -------------
                                       March 31,    December 31,    December 31,
                                         1996           1996            1996
                                      -----------   -------------- -------------
Held-to-maturity:
  Bonds, notes and debentures:
    United States Treasuries          $ 1,550,531    $         0    $         0
    Government Agency Securities        8,200,000      8,700,000      8,628,252
                                      -----------    -----------    -----------
     Total held-to-maturity           $ 9,750,531    $ 8,700,000    $ 8,628,252
                                      ===========    ===========    ===========

Available-for-sale:
  Debt securities:
    Government Agency Securities      $ 1,500,000    $ 1,500,000    $ 1,437,897
    Net unrealized loss                   (55,065)       (62,103)             0
                                      -----------    -----------    -----------
                                        1,444,935      1,437,897      1,437,897
                                      -----------    -----------    -----------
  Equity securities:
    Stock in U.S. Savings League           55,000              0              0
    Stock in Federal Home Loan Bank       592,300        621,900        621,900
    Other, at fair value                      818            818            818
    Net unrealized gain (loss)             40,040              0              0
                                      -----------    -----------    -----------
                                          688,158        622,718        622,718
                                      -----------    -----------    -----------

     Total available-for-sale         $ 2,133,093    $ 2,060,615    $ 2,060,615
                                      ===========    ===========    ===========


4.    Mortgage-Backed Securities

      All  of  the  Bank's   mortgage-backed   securities   are   classified  as
      held-to-maturity. A summary of the Bank's mortgage-backed securities as of
      March 31, 1996 and December 31, 1996 is as follows:
<TABLE>
<CAPTION>

                                                        Carrying Value            Market Value
                                                 ------------------------------   
                                                    March 31,      December 31,    December 31,
                                                      1996             1996            1996
                                                 -------------  --------------- ---------------
Mortgage-Backed Securities (Held-to-Maturity):
<S>                                              <C>            <C>             <C>          
  GNMA-ARM's                                     $  3,669,165   $   3,217,322   $   3,273,978
  FNMA-ARM's                                          937,910         835,634         831,581
  FHLMC-ARM's                                       1,561,354       1,415,965       1,422,603
  FHLMC-fixed rate                                  1,554,924       1,420,924       1,414,203
  GNMA-fixed rate                                     454,441         406,071         417,978
  FNMA-fixed rate                                     905,840         755,476         745,685
  Collateralized mortgage obligation
    -Govt. Agency                                     200,897       5,391,370       5,447,643
                                                 ------------   -------------   -------------
                                                    9,284,531      13,442,762      13,553,671
  Unamortized premiums                                155,454         136,605
  Unearned discounts                                  (11,619)        (11,265)
                                                 ------------   -------------   -------------                      
  Total Mortgage-Backed Securities
    (Held-to-Maturity)                           $  9,428,366   $  13,568,102   $  13,553,671 
                                                 ============   =============   =============  
</TABLE>


                                    Page 6

<PAGE>





5.    Loan Receivable, Net

      A summary of the Bank's  loans  receivable  at March 31, 1996 and December
      31, 1996 is as follows:

                                               March 31,       December 31,
                                                 1996             1996
                                             ------------    --------------
Mortgage loans:
  Secured by one to four family residences   $ 17,905,894    $ 16,945,883
  Secured by other properties                   1,495,642       1,860,906
  Construction loans                            1,490,250       1,132,145
  Other                                           578,004         605,584
                                             ------------    ------------
                                               21,469,790      20,544,518

Less:
  Unearned discounts and loan fees                (76,607)        (73,460)
  Undisbursed loan proceeds                      (506,148)       (122,244)
  Allowance for loan losses                      (286,567)       (286,567)
                                             ------------    ------------
       Total mortgage loans                    20,600,468      20,062,247
                                             ------------    ------------

Consumer and other loans:
  Loans on deposits                               507,757         498,987
  Home equity and second mortgage                 895,782       1,185,379
  Other                                         1,072,203       1,298,312
                                             ------------    ------------
                                                2,475,742       2,982,678
Less:
  Undisbursed loan proceeds                           (23)              0
  Allowances for loan losses                     (104,622)        (99,821)
                                             ------------    ------------

           Total consumer and other loans       2,371,097       2,882,857

Net Loans Receivable                         $ 22,971,565    $ 22,945,104
                                             ============    ============


      A  summary  of the  Bank's  allowance  for  loan  losses  for the  periods
indicated is as follows:

                               Three Months Ended        Nine Months Ended
                                  December 31,              December 31,
                            ------------------------  -----------------------
                                1995        1996         1995         1996
                            ----------- ------------  ----------   ----------
Balance, beginning          $  523,913   $ 389,791    $ 539,436    $ 391,189
Provision charged
  to operations                    521           0        1,740          492
Loans charged off,
  net of recoveries              1,755      (3,403)     (14,987)      (5,293)
                             ---------   ---------    ---------    ---------

                            $  526,189   $ 386,388    $ 526,189    $ 386,388
                             =========   =========    =========    =========



                                    Page 7

<PAGE>




6.   Real Estate Owned or in Judgement,  Including In-Substance Foreclosures and
     Other Repossessed Property:

                                             March 31,           December 31,
                                               1996                  1996
                                             --------            ------------
      Real estate acquired by foreclosure    $     0               $ 17,500
      Other repossessed assets                     0                      0
      Allowance for loss                           0                      0
                                             -------              ---------
         Total                               $     0               $ 17,500
                                             =======              =========

7.   Financial Instruments With Off Balance-Sheet Risk/Commitments

     The bank is a party to financial instruments with off-balance-sheet risk in
     the normal course of business to meet the financial  needs of its customers
     and to reduce its own exposure to  fluctuations  in interest  rates.  These
     financial  instruments include commitments to extend credit and commitments
     to  sell  investments.  These  instruments  involve,  to  varying  degrees,
     elements  of  credit  and  interest  rate  risk  in  excess  of the  amount
     recognized  in the  Statement  of  Financial  Condition.  The  contract  or
     notional amounts of those instruments reflect the extent of involvement the
     Bank has in particular classes of financial instruments.

     The Bank's exposure to credit loss in the event of  non-performance  by the
     other party to the financial instrument for loan commitments is represented
     by the contractual notional amount of those instruments.  The Bank uses the
     same credit policies in making commitments as it does for  on-balance-sheet
     instruments.

     At December 31, 1996, the Bank had no outstanding  commitments to fund real
     estate loans.

8.   Earnings Per Share

     Earnings  per share for the three and nine months  ended  December 31, 1995
     and December 31, 1996,  was computed by dividing net income by the weighted
     average  number  of  common  shares  outstanding,  which  is  adjusted  for
     unallocated shares acquired by the Employee Stock Ownership Plan,  Treasury
     Stock repurchased, and other common stock equivalents.

9.   Subsequent Events

     On January 14, 1997 the Board of Directors declared a special cash dividend
     of $0.50 per share to stockholders of record as of January 31, 1997, with a
     February 10, 1997 payment date. The cash dividend is being paid as a result
     of  continued  profitability  of the Company  and the Bank.  The payment of
     future  dividends  will be subject to the  Board's  periodic  review of the
     financial  condition,  earnings and capital requirements of the Company and
     the Bank.


                                    Page 8

<PAGE>



                            Guthrie Savings, Inc.
                        Part I - Financial Information
                 Item 2. Management's Discussion and Analysis
               of Financial Condition and Results of Operations


General:

      Guthrie  Savings,  Inc. (the  "Company")  was organized in May 1994 as the
holding  company for Guthrie  Federal  Savings  Bank (the  "Bank").  The Company
issued its common stock in a Subscription  and Community  Offering in connection
with the conversion of Guthrie Federal  Savings Bank from a federally  chartered
mutual savings and loan association to a federally  chartered stock savings bank
and the issuance of all of the Bank's outstanding  capital stock to the Company.
The Offering  closed on October 11, 1994 with the issuance of 515,125  shares of
common stock in Guthrie Savings, Inc.

      Apart from the  operations of the Bank,  the Company did not engage in any
significant  operations  during the quarter ended December 31, 1996. The Bank is
primarily engaged in the business of accepting  deposits from the general public
and using these funds to originate  traditional real estate loans on one-to-four
family  dwellings along with consumer  loans.  When deposit inflows exceeds loan
demand,  the Bank will also purchase  mortgage-backed  securities and investment
securities.


Management Strategy:

      Management's  strategy has been to enhance earnings and  profitability and
increase capital while  maintaining  asset quality.  The Bank's lending strategy
has historically  focused on the origination of traditional  one-to-four  family
mortgage  loans with the primary  emphasis on single  family  residences  in the
Logan  County  area.  Its  secondary  focus has been on consumer  loans,  second
mortgage  loans and deposit loans and when  available  funds exceed loan demand,
the purchase of  mortgage-backed  securities  and  investment  securities.  This
focus, along with the adherence to underwriting standards, is designed to reduce
the risk of loss on the loan portfolio.  The lack of diversification in its loan
portfolio  structure does increase the Bank's  portfolio  concentration  risk by
making the value of the portfolio  more  susceptible  to declines in real estate
values in its market area.  Management  has made an effort to mitigate this risk
through the acquisition of mortgage-backed securities.








                                    Page 9

<PAGE>



Results of  Operations:  Comparison of the three months ended  December 31, 1995
and 1996 and the nine months ended December 31, 1995 and 1996.


      Net income increased  $21,368 or 18.21% from $117,314 for the three months
ended  December 31, 1995 to $138,682  for the three  months  ended  December 31,
1996.  This  increase was primarily the result of a gain on the sale of the U.S.
Savings League Stock.

      Net income decreased  $137,239 or 36.33% from $377,785 for the nine months
ended December 31, 1995 to $240,546 for the nine months ended December 31, 1996.
This decrease is the result of the special  assessment  to  capitalize  the SAIF
fund.

      On  September  30,  1996,  President  Clinton  signed into law a bill that
provided for a special assessment of SAIF insured institutions amounting to 65.7
basis points applied to the  institutions  deposit base measured as of March 31,
1995.  The total amount of the special  assessment for Guthrie  Federal  Savings
Bank was  $225,433,  which was accrued as of September  30, 1996.  The after tax
effect of the assessment was to reduce net income by approximately  $147,000 for
the nine months ended  December 31, 1996.  Without the effect of the  assessment
net income  would have been  approximately  $388,000  for the nine months  ended
December 31, 1996. Earnings per share without the effect of the assessment would
have been approximately $.91 for nine months ended December 31, 1996.

      Beginning January 1, 1997, deposit insurance  assessments for SAIF members
are expected to be reduced to  approximately  6.4 basis points of deposits on an
annual basis through the end of 1999 from the previous level of 23 basis points.
As a result of these  changes,  beginning  January 1, 1997,  the rate of deposit
insurance  assessed the Association will decline by  approximately  70%. Through
1999, BIF members are expected to be assessed at approximately  1.3 basis points
on deposits. Thereafter, assessments for BIF and SAIF members should be the same
and SAIF and BIF may be merged. It is expected that these continuing assessments
for  both  SAIF and BIF  members  will be used to  repay  outstanding  Financing
Corporation bond obligations.

      Net interest  income before  provision for losses on loans,  for the three
months ended December 31, 1996  increased  $9,366 or 2.25% compared to the three
months ended  December 31, 1995,  from  $416,237 to $425,603.  This increase was
mainly  due  to  decreased  costs  of  deposits  and  matching  spreads  on  new
investments with additional borrowings.  These spreads were matched with similar
base rates and maturity dates to insure that the spread on the earnings and cost
were in place for the term of the  securities.  During  the three  months  ended
December 31, 1996 new investments of $500,000 in adjustable rate  Collateralized
Mortgage  Obligations  were purchased  funded by additional new adjustable  rate
borrowings.  These  investments  and borrowings are priced by the same base rate
for an average spread of +125 basis points. Interest expense on deposits for the
three months ended December 31, 1995 compared to the three months ended December
31, 1996 decreased by $61,293 or 13.85%,  due to the combination of the maturity
of a promotional account started in April 1995, and the lowering of passbook and
Demand Deposit  Account rates.  This decrease in interest on deposits was offset
by an increase in interest  expense on borrowed money of $97,866.  Components of
total  interest  income  changed  due to related  changes in the  balance  sheet
structure.  Interest income increased $45,939 due to new purchases of investment
and mortgage backed securities.

      Net interest  income for the nine months ended December 31, 1996 increased
$111,063 or 9.09% from $1,221,690 for the nine months ended December 31, 1995 to
$1,332,753  for the nine months ended December 31, 1996, for the same reasons as
noted above.  Interest  expense on deposits for the nine month period  decreased
$161,363 or 12.25% from  $1,317,658  for the nine months ended December 31, 1995
to $1,156,295 for the nine months ended December 31, 1996.

                                   Page 10

<PAGE>



This  decrease in  interest  on  deposits  was offset by an increase in interest
expense on  borrowed  money of $193,239  from  $9,423 for the nine months  ended
December  31, 1995 to $202,662  for the nine months  ended  December  31,  1996.
Interest  income  increased  $142,939 due to new  purchases of  investments  and
mortgage backed securities.

      Provision for loan losses  decreased  from $521 for the three months ended
December  31, 1995 to $0 for the three months  ended  December  31,  1996.  This
decrease was based on  management's  evaluation of the adequacy of the allowance
for loan losses.  During the quarter ended December 31, 1996  management did not
increase the allowance for losses on loans through the provision  account as the
allowance was  considered  adequate based on the evaluation of the portfolio and
the level of delinquencies.

      The  provision  for losses on loans  decreased  for the nine months  ended
December  31,  1996  $1,248 or 71.72%  from  $1,740  for the nine  months  ended
December  31, 1995 to $492 for the nine months ended  December  31,  1996.  This
decrease was based on  management's  evaluation of the adequacy of the allowance
for loan losses.

      Non-interest income increased $28,785 or 45.93% from $62,672 for the three
months ended  December  31, 1995 to $91,457 for the three months ended  December
31, 1996.  This  increase was due to a gain on the sale of U.S.  Savings  League
stock of $46,376 offset by a decrease in the gain from real estate operations.

      Non-interest  income for the nine months ended  December 31, 1996 was down
$78,809 or 28.92%.  This  decrease was  primarily  due to a gain on sale of real
estate  owned  property of $114,073  during the nine months  ended  December 31,
1995. There was an increase in fee income received, during the nine months ended
December  31,  1996,  due to loan  fees from loan  originations  for a  mortgage
company.  Also as stated in the above paragraph,  there was a gain from the sale
of U.S. Savings League stock for the nine months ended December 31, 1996.

      Non-interest expense increased $8,504 or 2.85% from $298,874 for the three
months ended  December 31, 1995 to $307,378 for the three months ended  December
31, 1996. The primary source for the increase in non-interest expense was due to
the increase in compensation expenses.  Compensation expense increased primarily
due to payment of bonuses.

      Non-interest  expense for the nine months  ended  December 31, 1996 was up
$242,291  or 26.39%  from that for the nine  months  ended  December  31,  1995.
Non-interest  expense  increased  from  $918,068 for the nine month period ended
December 31, 1995 to  $1,160,359  for the nine month  period ended  December 31,
1996.  Compensation  and  related  expenses  were up 7.55% or  $32,335.  Federal
insurance  premiums  were up $225,808  from  $61,480  for the nine months  ended
December  31, 1995 to $287,288  for the nine months  ended  December 31, 1996 as
discussed earlier.

      Income  tax  expense  for the nine  months  ended  December  31,  1996 was
$125,100  compared to  $196,650  for the same  period in 1995.  The  decrease in
income tax expense for the nine month period  resulted from a decrease in pretax
income largely  attributable to the accrual of the special SAIF assessment.  Tax
benefit attributable to the SAIF assessment was approximately $78,000.



                                   Page 11

<PAGE>




Liquidity and Capital Resources:

      The Bank 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 Office of Thrift Supervision  ("OTS")  regulations require that
the bank 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.
Guthrie's  liquidity ratio was 20.81% at December 31, 1996.  Management  manages
its  liquidity  ratio to meet its  funding  needs  for  deposit  outflows,  loan
principal  disbursements,  operating  expenses,  and  disbursements  of payments
collected  from  borrowers  for taxes and  insurance.  The Bank also manages its
liquidity ratio to meet its asset/liability management objectives.

      The  Bank's  primary  sources  of funds  are  deposits,  amortization  and
prepayment  of loans and  mortgage-backed  securities,  maturities of investment
securities  and funds  provided by  operations.  In addition the Bank may borrow
funds from time to time from the Federal  Home Loan Bank of Topeka.  At December
31, 1996 the Bank had $0  borrowed  on its line of credit from the Federal  Home
Loan Bank. The available line of credit  currently is set at $2,500,000  with an
adjustable  interest  rate.  The Bank  draws  against  the line to meet  current
liquidity needs. Besides the line of credit the Bank has a fixed rate advance of
$2,000,000 and  $5,700,000 in adjustable  rate advances at the Federal Home Loan
Bank of Topeka outstanding at December 31, 1996.

      These term  borrowings  from the Federal Home Loan Bank of Topeka are part
of a strategy to increase  current income and match the balance sheet  position.
Funds from the  borrowings  have been used to purchase  Collateralized  Mortgage
Obligations  with similar base rates and reprice dates to insure that the spread
on the earnings and cost are in place for the term of the securities.

      Scheduled  loan  repayments  and  maturing  investment  securities  are  a
relatively  predictable  source of funds.  However,  savings  deposit  flows and
prepayments of loans and mortgage-backed securities are influenced significantly
by  changes in market  interest  rates,  economic  conditions  and  competition.
Management  strives  to manage the  pricing  of its  deposits  to  maintain  the
required  projected cash needs. In some instances though,  advances and lines of
credit provide lower incremental costs of funds than pricing deposits to attract
the new funds.  Management  decided at the one year  maturity  of a  promotional
account  started  in April  1995 not to extend  this  promotion.  This  decision
prompted some loss in certificate of deposit accounts,  though not a significant
number.  A review of  pricing  of  accounts  lead to the  decision  to lower Now
account  rates and  Savings  statement  rates  which lead to an  increase in net
interest income with little potential loss of deposit accounts.

      The Bank invests its excess funds in overnight  deposits  with the Federal
Home Loan Bank of Topeka,  which  generally  provides  liquidity to meet lending
requirements and savings withdrawal funding requirements.  When warranted,  cash
in excess of immediate  funding needs is invested into  longer-term  investments
and  mortgage-backed  securities  which  typically  earn  a  higher  yield  than
overnight  deposits,  some of which may also qualify as liquid investments under
current OTS  regulations.  At December 31, 1996 cash and cash  equivalents  were
$1,158,511  down from  $1,402,109 at March 31, 1996. The primary reason for this
decrease is due an increase in the funding of loan  originations  and investment
securities purchases.


                                   Page 12

<PAGE>




      The Bank is required to maintain  specified amounts of capital pursuant to
the  Financial  Institutions  Reform,  Recovery  and  Enforcement  Act  of  1989
("FIRREA") and regulations promulgated by OTS thereunder.  The capital standards
generally  require the  maintenance of regulatory  capital  sufficient to meet a
tangible  capital  requirement,  a core  capital  requirement,  and a risk-based
capital  requirement.  These standards  require  financial  institutions to have
minimum  regulatory  capital  equal to 1.5% of  tangible  assets;  minimum  core
capital equal to 3.0% of adjusted tangible assets;  and risk-based capital equal
to  8.0%  of  risk-based  assets.  At  December  31,  1996  the  Bank's  capital
requirements and actual capital under the OTS regulations are as follows:



                                                        Amount        Percent
                                                      (thousands)    of Assets
                                                      -----------    ---------
      Tangible capital:
         Actual                                        $ 6,366          12.92%
         Required                                          739           1.50%
                                                       -------          ----- 
         Excess                                        $ 5,627          11.42%
                                                       =======          ===== 

      Core capital:
         Actual                                        $ 6,366          12.92%
         Required                                        1,478           3.00%
                                                       -------          ----- 
         Excess                                        $ 4,888           9.92%
                                                       =======          ===== 

      Risk-based capital:
         Actual                                        $ 6,618          32.83%
         Required                                        1,613           8.00%
                                                       -------          ----- 
         Excess                                        $ 5,005          24.83%
                                                       =======          ===== 





                                   Page 13

<PAGE>







                            GUTHRIE SAVINGS, INC.
                         Part II - Other Information




Item 1. Legal Proceedings
     Not applicable

Item 2. Changes in Securities
     Not applicable

Item 3. Defaults upon Senior Securities
     Not applicable

Item 4. Submission of Matters to a Vote of Security Holders
     Not applicable

Item 5. Other Information
     Not applicable

Item 6.(b)Exhibit 11-Statement  regarding  computation  of  Earnings  Per Share
     Included in exhibit 11 is detail on computation of earnings per share.

Item 6.(b)Reports on Form 8 - K
     A Form 8-K dated  January 14, 1997 was filed  January 16, 1997.  The report
     stated  that the  Registrant  announced  that its  Board of  Directors  has
     declared  a special  cash  dividend  of $.50 per share to  stockholders  of
     record as of January 31, 1997. A press  release  dated January 14, 1997 was
     included as Exhibit 99.




                                   Page 14

<PAGE>









SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                              GUTHRIE SAVINGS, INC.



Date February 07, 1997        By /s/ William L. Cunningham
     -----------------           -------------------------
                                 William L. Cunningham
                                 President and Chief Executive Officer
                                 (Duly Authorized Representative)


Date February 07, 1997        By /s/ Kimberly D. Walker
     -----------------           ----------------------
                                 Kimberly D. Walker
                                 Treasurer
                                 (Principal Financial and Accounting Officer)