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 June 30, 1999

                                       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 August 5, 1999:
    $.01 par value common stock                                402,257 shares
              (Class)                                          (Outstanding)

Transitional Small Business Disclosure Format

                                Yes [  ] No [X]

<PAGE>
                              GUTHRIE SAVINGS, INC.

                                      INDEX
<TABLE>
<CAPTION>

                                                                                               Page Number
<S>  <C>         <C>                                                                            <C>
PART I - FINANCIAL INFORMATION
      Item 1      Financial Statements
                  Consolidated Statements of Financial Condition as of March 31, 1999 and
                  June 30, 1999  (unaudited)                                                        1
                  Consolidated Statements of Income for the Three Months Ended
                  June 30, 1998 and 1999 (unaudited)                                                2
                  Consolidated Statements of Comprehensive Income for the Three
                  Months Ended June 30, 1998 and 1999 (unaudited)                                   3
                  Consolidated Statement of Cash Flows for the Three Months
                  Ended June 30, 1998 and 1999 (unaudited)                                        4-5
                  Notes to Consolidated Financial Statements                                      6-9

      Item 2      Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                           10-14

PART II - OTHER INFORMATION

      Item 1      Legal Proceedings                                                                15

      Item 2      Changes in Securities                                                            15

      Item 3      Defaults in Senior Securities                                                    15

      Item 4      Submission of matters to a vote of security holders                              15

      Item 5      Other Information                                                                15

      Item 6(a).  Exhibits                                                                         15

       Item 6(b). Reports on Form 8-K                                                              15
SIGNATURES                                                                                         16
</TABLE>


                                       2
<PAGE>
                               GUTHRIE SAVINGS, INC.
                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
                                                                                                     June 30,
                                                                                     March 31,        1999
                    ASSETS                                                             1999        (unaudited)
                    ------                                                             ----        -----------
<S>                                                                              <C>             <C>
Cash and cash equivalents
   Interest bearing                                                               $  6,778,318    $  9,744,806
   Non-interest bearing                                                                407,796         507,619
                                                                                  ------------    ------------
                                                                                     7,186,114      10,252,425
Time deposits in other financial institutions                                          500,000         500,000
Held-to-maturity investment securities                                               1,000,000         200,000
Available-for-sale investment securities                                               648,400         335,500
Mortgage-backed securities held to maturity                                         11,460,461      10,518,094
Loans receivable,net                                                                23,802,225      23,934,308
Loans held-for-sale                                                                          -               -
Accrued income receivable                                                              229,454         198,633
Real estate owned and other
   repossessed property, net                                                                 -               -
Office properties and equipment, net                                                   716,549         717,969
Income taxes receivable, current                                                        89,231         126,587
Prepaid expenses and other assets                                                      135,967          12,383
                                                                                  ------------    ------------
                                                                                  $ 45,768,401    $ 46,795,899
                                                                                  ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
   Deposits                                                                       $ 35,078,760    $ 35,981,308
   FHLB line of credit and advances                                                  3,000,000       3,000,000
   Advances from borrowers for taxes and insurance                                      57,312          82,888
   Deferred income                                                                      43,153          42,557
   Accrued expenses and other liabilities                                               70,940          74,862
   Income taxes
     Deferred                                                                          125,142         125,142
                                                                                  ------------    ------------
                                                                                    38,375,307      39,306,757
                                                                                  ------------    ------------
Stockholders' Equity
   Preferred stock, $.01 oar value; 1,000,000
     shares authorized, no shares outstanding                                                -               -
   Common stock, $.01 par value; 3,000,000 shares
     authorized, 515,125 shares issued and outstanding                                   5,151           5,151
   Additional paid-in capital                                                        4,845,752       4,845,752
   Retained income (substantially restricted)                                        4,580,402       4,665,812
   Treasury Stock, at cost112,868 shares at March 31, 1999
     and 112,868 shares at June 30, 1999                                            (1,750,618)     (1,750,618)
   Unamortized stock acquired by Employee Stock Ownership Plan                        (226,655)       (226,655)
   Unamortized stock acquired by Management Stock Bonus Plan                           (60,938)        (50,300)
   Accumulated other comprehensive income
                                                                                             -               -
                                                                                  ------------    ------------
                                                                                  $ 45,768,401    $ 46,795,899
                                                                                  ============    ============
</TABLE>

                                     Page 1
<PAGE>


                              GUTHRIE SAVINGS, INC.
                        Consolidated Statements of Income

                                                          Three Months Ended
                                                               June 30,
                                                     -------------------------
                                                           1998        1999
                                                           ----        ----
                                                       (unaudited) (unaudited)
INTEREST INCOME
   Interest on loans                                    $ 579,028   $ 525,984
   Interest and dividends
     on investment securities                             121,782     114,574
   Interest on mortgage-
     backed securities                                    208,628     164,454
                                                        ---------   ---------
       Total interest income                              909,438     805,012
                                                        ---------   ---------

INTEREST EXPENSE
   Deposits                                               385,206     348,718
   Borrowed money                                          67,405      36,248
                                                        ---------   ---------
       Total interest expense                             452,611     384,966
                                                        ---------   ---------
       Net interest income                                456,827     420,046
PROVISION FOR LOSSES
   ON LOANS                                                 4,321         309
                                                        ---------   ---------
       Net interest income after
         provision for loan losses                        452,506     419,737
                                                        ---------   ---------
NON-INTEREST INCOME
   Service charges and late fees                           43,072      49,616
   Other income                                             3,713       7,050
   Gain (Loss) from real estate operations                  2,153         (79)
                                                        ---------   ---------
                                                           48,938      56,587
                                                        ---------   ---------
NON-INTEREST EXPENSE
   Compensation and related expenses                      154,945     164,880
   Occupancy expense                                       13,757      11,530
   Professional fees                                       48,973      60,036
   Federal insurance premium                                5,377       5,190
   Data processing                                         22,579      30,450
   Bank charges                                            13,673      14,111
   Other expense                                           68,230      52,410
                                                        ---------   ---------
                                                          327,534     338,607
                                                        ---------   ---------
       Income before income taxes                         173,910     137,717
INCOME TAX EXPENSE (BENEFIT)                               66,100      52,306
                                                        ---------   ---------
       Net income                                       $ 107,810   $  85,411
                                                        =========   =========
BASIC:
       Earnings per share                               $    0.28   $    0.23
                                                        =========   =========
       Weighted average common shares
             outstanding                                  382,721     375,762
                                                        =========   =========
DILUTED:
       Earnings per share                               $    0.27   $    0.22
                                                        =========   =========
       Weighted average common shares
             outstanding                                  395,938     390,013
                                                        =========   =========

DIVIDENDS PER SHARE                                     $    --     $    --
                                                        =========   =========


                                     Page 2
<PAGE>


                              GUTHRIE SAVINGS, INC.
                 Consolidated Statements of Comprehensive Income


                                                         Three Months Ended
                                                              June 30,
                                                              --------
                                                          1998        1999
                                                          ----        ----
                                                      (Unaudited)  (Unaudited)

Net income                                             $ 107,810    $  85,411
                                                       ---------    ---------

Other comprehensive income, net of tax:
   Unrealized gains (losses on securities:
      Unrealized holding gains (losses)
        arising during period                             (1,603)           -
      Less:  reclassification adjustment
        for gains included in net income                       -            -
                                                       ---------    ---------


           Total other comprehensive
               income                                     (1,603)           -
                                                       ---------    ---------

Comprehensive income                                   $ 106,207    $  85,411
                                                       =========    =========









                                     Page 3

<PAGE>
                              GUTHRIE SAVINGS, INC.
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                    Three Months Ended June 30,
                                                                    ---------------------------
                                                                         1998           1999
                                                                         ----           ----
                                                                     (unaudited)    (unaudited)
<S>                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                      $   107,810    $    85,411
    Adjustments to reconcile net income to net
       cash provided by operating activities:
        Depreciation                                                      6,899         13,815
        FHLB Stock dividend                                             (12,700)        (8,600)
        Decrease (increase) in accrued interest receivable                5,527         30,821
        Increase (decrease) in accrued and deferred
           income taxes                                                  36,649         76,848
        Increase (decrease) in accrued expenses                         (48,746)         3,922
        Origination of loans held-for-sale                             (293,050)       (68,400)
        Sale of loans held-for-sale                                     472,858         69,051
        Gain on sales of loans held-for-sale                             (3,047)          (651)
        Amortization of premiums and discounts
             on investments and loans                                    (2,647)          (233)
        Amortization of deferred gain on sale of real estate owned       (2,168)          (596)
        Provision for losses on loans and real estate owned               4,321            309
        Amortization related to ESOP and MSBP                            10,638         10,637
        (Increase) decrease in other assets                              21,973          9,380
                                                                    -----------    -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                               304,317        221,714
                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Net loan (originations) and principal payments on loans
         held for investment                                           (468,421)      (124,530)
    Principal repayments on mortgage-backed securities
         held to maturity                                               493,753        935,047
    Acquisition of mortgage-backed investment securities
         held to maturity                                              (527,940)             -
    Acquisition of held to maturity investment securities              (300,000)             -
    Maturity of held to maturity investment securities                2,400,000        800,000
     Proceeds from sales of investment securities
            available for sale                                                -        321,500
    Acquisition of fixed assets                                         (53,563)       (15,235)
                                                                    -----------    -----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                      1,543,829      1,916,782
                                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase (decrease) in deposits                                  56,333        902,239
    Net increase (decrease) in escrow accounts                           31,777         25,576
    Purchase of treasury stock                                          (57,544)             -
                                                                    -----------    -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                    $    30,566    $   927,815
                                                                    -----------    -----------
</TABLE>

                                     Page 4



<PAGE>

                Consolidated Statements of Cash Flow (Continued)

NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                      $ 1,878,712   $ 3,066,311
BEGINNING CASH AND CASH EQUIVALENTS                  $ 3,307,419   $ 7,186,114
                                                     -----------   -----------

ENDING CASH AND CASH EQUIVALENTS                     $ 5,186,131   $10,252,425
                                                     ===========   ===========

SUPPLEMENTAL DISCLOSURES Cash paid for:
        Interest on deposits and advances            $   458,581   $   384,128
        Income taxes                                 $    73,000   $    10,279





                                     Page 5

<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 three month  period ended June
               30, 1999 are not necessarily  indicative of the results which may
               be expected for the year ending March 31, 2000.

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 6
<PAGE>



3.             Investment Securities

               A summary of the  Bank's  investment  securities  as of March 31,
1999 and June 30, 1999 is as follows:

<TABLE>
<CAPTION>
                                                         Carrying Value               Market Value
                                                  March 31,          June 30,           June 30,
                                                    1999               1999               1999
                                             ----------------    ---------------    ---------------
<S>                                         <C>                  <C>                <C>
Held-to-maturity:
   Bonds, notes and debentures:
      Government Agency Securities           $   1,000,000.00     $   200,000.00     $   194,264.00
                                             ----------------     --------------     --------------
Total held-to-maturity                       $   1,000,000.00     $   200,000.00     $   194,264.00
                                             ================     ==============     ==============

Available-for-sale:
Equity securities:
    Stock in Federal Home Loan Bank          $     648,400.00     $   335,500.00     $   335,500.00
                                             ----------------     --------------     --------------
Total available-for-sale                     $     648,400.00     $   335,500.00     $   335,500.00
                                             ================     ==============     ==============

</TABLE>






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, 1999 and June 30, 1999 is as follows:
<TABLE>
<CAPTION>
                                                       Carrying Value           Market Value

                                                   March 31,       June 30,        June 30,
                                                     1999            1999            1999
                                                     ----            ----            ----
<S>                                            <C>             <C>             <C>
Mortgage-Backed Securities(Held-to-Maturity):
   GNMA-ARM's                                   $  2,549,667    $  2,366,949    $  2,373,607
   FNMA-ARM's                                      1,571,307       1,503,479       1,534,194
   FHLMC-ARM's                                       999,562         953,378         934,048
   FHLMC-fixed rate                                  889,386         867,507         860,547
   GNMA-fixed rate                                   161,474         153,157         159,136
   FNMA-fixed rate                                 1,664,399       1,588,541       1,565,138
   Collateralized mortgage obligation
      -Government Agency                           3,507,208       2,974,944       3,044,260
                                                ------------    ------------    ------------
                                                  11,343,003      10,407,955      10,470,930
   Unamortized premiums                              123,000         115,373
   Unearned discounts                                 (5,542)         (5,234)
                                                ------------    ------------    ------------
Total Mortgage-Backed Securities
   (Held-to-Maturity)                           $ 11,460,461    $ 10,518,094    $ 10,470,930
                                                ============    ============    ============
</TABLE>

                                     Page 7
<PAGE>



5.             Loans Receivable, Net

               A summary of the Bank's  loans  receivable  at March 31, 1999 and
June 30, 1999 is as follows:

                                                 March 31,        June 30,
                                                    1999           1999
                                                    ----           ----
Mortgage loans:
   Secured by one to four family residences   $ 17,630,833    $ 17,279,003
   Secured by other properties                   1,721,601       1,737,953
   Construction loans                            1,630,000       1,793,000
   Other                                         1,120,530       1,121,766
                                                ----------       ---------
                                                22,102,964      21,931,722
Less:
   Unearned discounts and loan fees                (56,056)        (50,999)
   Undisbursed loan proceeds                    (1,331,516)     (1,298,671)
   Allowance for loan losses                      (269,245)       (269,245)
                                                 ---------       ---------
       Total mortgage loans                     20,446,147      20,312,807
                                               -----------      ----------

Consumer and other loans:
   Loans on deposits                               352,018         320,322
   Home equity and second mortgage               1,013,203       1,278,672
   Other                                         2,060,902       2,092,777
                                                ----------       ---------
                                                 3,426,123       3,691,771
Less:
   Undisbursed loan proceeds                             -               -
   Allowance for loan losses                       (70,045)        (70,270)
                                                  --------        --------
       Total consumer and other loans            3,356,078       3,621,501
                                                ----------       ---------

Net Loans Receivable                          $ 23,802,225    $ 23,934,308
                                            ==============   =============

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


                                             Three Months Ended
                                                   June 30,
                                       --------------------------------
                                         1998                   1999
                                         ----                   ----
Balance, beginning                     $ 353,236              $ 339,290
Provision charged
    to operations                          4,321
                                                                    309
Loans charged off,
    net of recoveries                    (10,718)                   (84)
                                       ---------              ---------
                                       $ 346,839              $ 339,515
                                       =========              =========


                                     page 8
<PAGE>


6.             Real Estate Owned or in Judgement and Other Repossessed Property:

               The Bank held $0 in real estate  owned at March 31, 1999 and June
               30, 1999.


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 June 30, 1999,  the Bank had  outstanding  commitments to fund
               real estate loans of  $142,500.  These  commitments  were to fund
               three fixed rate loans at rates ranging from 7.25% to 8.75%.

8.             Earnings Per Share

               Basic earnings per share is computed by dividing income available
               to common stockholders by the  weighted-average  number of common
               shares  outstanding  for the period.  Diluted  earnings per share
               reflect the potential  dilution that could occur if securities or
               other  contracts to issue common stock  (potential  common stock)
               were  exercised  or converted  to common  stock.  For the periods
               presented  potential  common  stock  includes  outstanding  stock
               options and non-vested  stock awarded under the Management  Stock
               Bonus Plan.



9.             Comprehensive income

               Effective April 1, 1998, the  Corporation  adopted the provisions
               of Statement of Financial  Accounting  Standards No. 130 entitled
               "Reporting  Comprehensive  Income" (SFAS No. 130). This statement
               requires  disclosures of the components of  comprehensive  income
               and the accumulated balance of other comprehensive  income within
               consolidated  total  stockholders'  equity.  The  adoption of the
               provisions  of SFAS  No.  130,  which  are  only of a  disclosure
               nature, did not effect the Corporation's  consolidated  financial
               position, results of operations or liquidity.



                                     Page 9
<PAGE>

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


               Guthrie  Savings,  Inc.  (the Company) may from time to time make
written or oral "forward-looking statements",  including statements contained in
the Company's  filings with the  Securities and Exchange  Commission  (including
this  report  on Form  10-QSB),  in its  reports  to  stockholders  and in other
communications  by the  Company,  which  are made in good  faith by the  Company
pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995.

               These forward-looking statements involve risks and uncertainties,
such as statements of the Company's plans, objectives,  expectations,  estimates
and intentions,  that are subject to change based on various  important  factors
(some of which are beyond the Company's control).  The following factors,  among
others,  could cause the Company's  financial  performance to differ  materially
from the plans, objectives,  expectations, estimates and intentions expressed in
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,  inflation,  interest  rate and  market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes,  acquisitions;  changes in consumer spending
and  saving  habits;  and the  success  of the  Company  at  managing  the risks
described above involved in the foregoing.

               The  Company  cautions  that  these  important  factors  are  not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether  written  or oral,  that may be made from time to time by on
behalf of the Company.


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 June 30, 1999. 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.

               On May 26, 1999, the  Registrant  and Local  Oklahoma Bank,  N.A.
("Local Oklahoma") executed a Stock Purchase  Agreement,  whereby Local Oklahoma
will  acquire  the  registrants  stock and  merge  the Bank with and into  Local
Oklahoma.  The  proposal  to  approve  the  Stock  Purchase  Agreement  will  be
considered by the  shareholders  of the  Registrant at the annual  meeting to be
held August 6, 1999.  Upon  consummation  of the agreement,  the Company and the
Bank will be acquired by Local Oklahoma Bank through a share  acquisition of all
of the shares of common stock of the Company and the Bank will be owned by Local
Oklahoma  Bank.  All current  stockholders  of the Company  will  receive a cash
payment for their shares.  Although the parties will remain  separate  until the
share  acquisition  procedure,  the Company and the Bank may, prior to the share
acquisition  procedure,  begin to change the way they categorize and account for
certain items that are  reflected in the  consolidated  financial  statements to
reduce the  number of  changes  that are made  following  the share  acquisition
procedure.  It is not  expected  that these  changes will result in any material
differences  from  current  practice  until   immediately  prior  to  the  share
acquisition  procedure.  In the event the share  acquisition  procedure does not
occur,  there will be no material  change in the  operating  of the Bank and the
Company although there would be a one-time charge to cover expenses  incurred in



                                    Page 10
<PAGE>

preparing for the acquisition.  This charge could total approximately  $150,000.
Under certain  circumstances if Local Oklahoma Bank, N.A. breaches the agreement
with the Company,  the Company  could be entitled to receive a $500,000  earnest
money deposit, which was paid by Local Oklahoma Bank, and any interest earned.

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.



Results of  Operations:  Comparison  of the three months ended June 30, 1998 and
1999.

               Net income for the three months  ended June 30, 1998  compared to
the three months ended June 30, 1999 decreased $22,399 or 20.78%.  This decrease
was  due  to  a  combination  of  factors,  which  include,  called  or  matured
investments,  paid off borrowed money, and an increase in expenses  attributable
to the pending Stock Purchase Agreement.


               Net interest income before provision for losses on loans, for the
three  months  ended June 30, 1999  decreased  $36,781 or 8.05%  compared to the
three months ended June 30, 1998, from $456,827 to $420,046. The decrease in net
interest  income  was due to an overall  lowering  of  interest  rates on loans,
investment  securities,  deposits and borrowing costs. Interest income decreased
$104,426 or 11.48% from  $909,438 at June 30, 1998 to $805,012 at June 30, 1999.
This  decrease  in interest  income was due to an  increase in loan  payoffs and
refinancing,  increased Mortgage Back Security principle payments and investment
securities  maturing or being  called.  Cost of funds  decreased 53 basis points
from 4.42% at June 30, 1998 to 3.89% at June 30, 1999.  Deposit interest expense
decreased by $36,488 or 9.47% from  $385,206 for the three months ended June 30,
1998 to $348,718  for the three months  ended June 30,  1999.  This  decrease in
deposit interest  expense is attributable to a decrease in rates paid.  Interest
expense on borrowed money decreased $31,157 or 46.22%. Borrowings were paid down
as securities matured or were called.


               Provision  for loan losses  decreased  from $4,321 for the  three
months  ended June 30, 1998 to $309 for the three  months  ended June 30,  1999.
This  decrease was based on  management's  evaluation  of the allowance for loan
losses.


               Non-interest  income  increased $7,649 or 15.63% from $48,938 for
the three  months ended June 30, 1998 to $56,587 for the three months ended June
30, 1999.  This increase was due to an increase in service charges and late fees
of $6,544  during the three  months  ended June 30,  1999  compared to the three
months  ended June 30,  1998.  Other  income for the three months ended June 30,
1998  compared to the three months ended June 30, 1999  increased  $3,337.  Gain
from real estate  operations  decreased  $2,232 from $2,153 for the three months
ended June 30, 1998 to $(79) for the same period ended June 30, 1999.


               Non-interest expense increased $11,073 or 3.38% from $327,534 for
the three months ended June 30, 1998 to $338,607 for the three months ended June
30, 1999. The primary reason for the increase in non-interest expense is because
of an increase in  professional  fees of $11,063 for the three months ended June
30 1998  compared  to the three  months  ended  June 30,  1999 from  $48,973  to
$60,036.  This increase is due to the costs  associated  with the executed Stock
Purchase Agreement with Local Oklahoma,  N.A.  Compensation and related expenses
are up $9,935 for the three  months  ended June 30,  1998  compared to the three
months ended June 30, 1999.  This increase is  attributable  to increased  costs
associated with

                                    Page 11
<PAGE>

the ESOP Plan  expenses.  Other  expense  decreased  $15,820  or 23.19%  for the
three-month  period  ended June 30, 1998  compared to the same period ended June
30, 1999.


               Income tax  decreased  $13,794 or 20.87%  from  $66,100  for  the
three  months ended June 30, 1998 to $52,306 for the three months ended June 30,
1999, due to lower pre-tax income.


               Additionally,  accumulated  comprehensive income  for  the  three
months  ended  June 30,  1998  consisted  of  unrealized  gains  and  losses  on
available-for-sale  securities. There were no components of comprehensive income
for the three months ended June 30, 1999.


Earnings Per Share:

               Effective  with the quarter ended  December 30, 1997, the Company
adopted the provisions of Statement of Financial  Accounting  Standards No. 128,
Earnings  per Share.  The  Statement  is to be applied to  financial  statements
issued for periods ending after December 15, 1997,  including  interim  periods;
earlier application is not permitted.  The Statement requires restatement of all
prior-period earnings per share (EPS) data presented.

               FAS No. 128  simplifies the standards for computing EPS and makes
them comparable to international EPS standards.  It replaces the presentation of
primary EPS with a presentation  of basic EPS. It also requires  presentation of
basic and diluted EPS on the face of the income  statement for all entities with
complex  capital  structures.  Basic EPS  excluded  dilution  and is computed by
dividing income available to common stockholders by the weighted-average  number
of common shares outstanding for the period.  Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were  exercised  or  converted  into common stock or resulted in the issuance of
common  stock that then shared in the  earnings of the  company.  Diluted EPS is
computed similarly to the previously presented fully diluted earnings per share.

Year 2000 Issue

               A great  deal of  information  has been  disseminated  about  the
global  computer crash that may occur in the year 2000.  Many computer  programs
that can only  distinguish  the final two  digits of the year  entered (a common
programming practice in earlier years) are expected to read entries for the year
2000 as the year 1900 and compute  payment,  interest or delinquency.  Rapid and
accurate  data  processing  is  essential  to the  operation  of the Bank.  Data
processing is also essential to most other financial institutions and many other
companies.

               The most  significant  data  processing  applications of the Bank
that could be affected by this  problem  are  provided by a third party  service
bureau.  The Bank has developed a plan to evaluate and test critical  systems as
they relate to the year 2000 issues and the Bank's service  center.  The Bank is
evaluating  their  internal  data  processing  applications  and has updated all
computer  terminals and installed a network  system.  The Bank has estimated the
cost of addressing the Year 2000 issue to be approximately $100,000,  consisting
of $60,000 for new bank computer  equipment,  $30,000 relating to service bureau
fees and  approximately  $10,000 for various other training and consulting fees.
As of June 30,  1999  the  Bank  has  expended  $40,000  for  upgraded  computer
equipment.  This  expenditure is all capitalized and will be depreciated  over a
three period.  Data processing costs and conversion costs of $24,200  associated
with Year  2000  expenses  have  been  expensed  as of June 30,  1999.  Expenses
relating  to  training  costs for the Year 2000 have been  $3,500 as of June 30,
1999. The bank's data service center currently has started external and internal
testing of modifications to critical  systems.  This testing includes testing of
interfaces between the Bank computer network, installed in October 1998, and the
data service center. We have also been evaluating our non-information technology
systems (e.g., vault timers,  electronic door lock and heating,  ventilation and
air  conditioning  controls).  We  have  examined  all  of  our  non-information
technology  systems  and  have  either  received  certifications  of  year  2000
compliance for systems  controlled by third party  providers or determined  that
the systems  should not be impacted by the year 2000.  We expect to further test
the systems we control and receive third party certification, where appropriate,
that they will  function.  We do not expect any  material  costs to address  our
non-information  technology systems and have not had any material costs to date.
We have determined that the information technology systems (computer systems) we
use have substantially more year 2000 risk than the  non-information  technology
systems we use.

                                    Page 12
<PAGE>


We have  evaluated  most of our  borrowers and do not believe that the year 2000
problem should, on an aggregate basis,  impact their ability to make payments to
the Bank. We believe that most of our residential borrowers are not dependent on
their home computers for income and that none of our commercial borrowers are so
large that a year 2000 problem  would  render them unable to collect  revenue or
rent and, in turn,  continue to make loan payments to the Bank. As a result,  we
have not  contacted  residential  borrowers  concerning  this  issue  and do not
consider  this  issue in our  residential  loan  underwriting  process.  We have
contacted all our commercial borrowers and consider this issue during commercial
loan  underwriting.  We do not expect any  material  costs to address  this risk
area.

If there is a problem with the service  center or the Bank  relating to the year
2000 issue the Bank would likely experience  significant data processing delays,
mistakes  or  failures.   These  delays,  mistakes  or  failures  could  have  a
significant  adverse impact on the financial  condition and results of operation
of the Bank. If our service bureau fails,  which we do not  anticipate,  we will
enter deposit and loan  transactions  by hand in our general  ledger and compute
loan  payments  and deposit  balances and  interest  with our existing  computer
system.  We can do this  because  of our  relatively  small  number  of loan and
deposit accounts and our internal  bookkeeping  system. Our computer systems are
independently  able to generate  label and mailings for all of our customers and
we  periodically  test this  system and print and store this  material.  If this
labor-intensive approach is necessary,  management and our employees will become
much less  efficient.  However,  we believe  that we would be able to operate in
this manner  indefinitely,  until our existing  service  bureau is able to again
provide data processing services.


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 4% of its average daily balance
of net withdrawable deposit accounts and borrowings payable in one year or less.
The  Bank is in  compliance  with all  liquidity  ratios  as of June  30,  1999.
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 June 30,
1999 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  $3,000,000  with an
adjustable  interest  rate.  The Bank  draws  against  the  line to met  current
liquidity  needs.  Besides  the  line of  credit  the  Bank  has  $3,000,000  in
adjustable rate advances at the Federal Home Loan Bank of Topeka  outstanding at
June 30, 1999.

               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.


               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 June 30,  1999  cash and cash
equivalents  were  $10,252,425 up from $7,186,114 at March 31, 1999. The primary
reason for this increase is due to  investment  securities  and mortgage  backed
securities  being  called in. These excess funds are being used to fund new loan
originations and pay off maturing advances.

                                    Page 13
<PAGE>



               The Bank is  required to  maintain  specified  amounts of capital
pursuant to  regulations  promulgated  by OTS. 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 2.0% of tangible assets;  minimum core capital equal
to 4.0% of adjusted  tangible  assets;  and risk-based  capital equal to 8.0% of
risk-based  assets. At June 30, 1999 the Bank's capital  requirements and actual
capital under the OTS regulations are as follows:





                                 Amount     Percent
                              (thousands)   of Assets
                              -----------   ---------
Tangible capital:
     Actual                       7,119      15.21%
     Required                       936       2.00%
                                 ------     ------
     Excess                       6,183      13.21%
                                 ======     ======

Core capital:
     Actual                       7,119      15.21%
     Required                     1,872       4.00%
                                 ------     ------
     Excess                       5,247      11.21%
                                 ======     ======

Risk-based capital:
     Actual                       7,348      35.16%
     Required                     1,672       8.00%
                                 ------     ------
     Excess                       5,676      27.16%
                                 ======     ======



               Additional  regulations  requiring   prompt   corrective   action
concerning capital levels effectively impose higher capital  requirements on the
Bank, all of which were met as of June 30, 1999.


                                     Page 14
<PAGE>


21




                              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
               On May 26, 1999, the  Registrant  and Local  Oklahoma Bank,  N.A.
               ("Local Oklahoma") executed a Stock Purchase  Agreement,  whereby
               Local Oklahoma will acquire the  registrants  stock and merge the
               Bank with and into Local  Oklahoma.  The  proposal to approve the
               Stock Purchase  Agreement will be considered by the  shareholders
               of the  Registrant  at the annual  meeting  to be held  August 6,
               1999.  For further  discussion  please refer to the  Management's
               Discussion and Analysis of Financial Condition on page 10.

Item 6. (a)    Exhibit 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  report,  dated  May  26,  1999  (Items  5 and  7),  was  filed
               concerning  the  execution of the Stock  Purchase  Agreement with
               Local Oklahoma.









                                       15


<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 August5, 1999               By /s/William L. Cunningham
     -------------------            --------------------------------------------
                                    William L. Cunningham
                                    President and Chief Executive Officer
                                    (Duly Authorized Representative)


Date August 5, 1999              By /s/Kimberly D. Walker
     ---------------------         ---------------------------------------------
                                    Kimberly D. Walker
                                    Treasurer
                                    (Principal Financial and Accounting Officer)


                                       16