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 September 30, 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 November 9, 1996:

        $.01 par value common stock                 460,159 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
         September 30, 1996  (unaudited)                                    1
         Statements of Income for the Three and Six Months Ended
         September 30, 1995 and 1996 (unaudited)                            2
         Statement of Cash Flows for the Six Months
         Ended September 30, 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>


                                                                                              September 30,
                                                                              March 31,          1996
           ASSETS                                                               1996          (unaudited)
                                                                         ---------------    ----------------
<S>                                                                      <C>                <C>
Cash and cash equivalents
    Interest bearing                                                     $    989,674       $    322,106
    Non-interest bearing                                                      412,435            324,767
Held-to-maturity investment securities                                      9,750,531          9,200,067
Available-for-sale investment securities                                    2,133,093          2,147,710
Mortgage-backed securities held to maturity                                 9,428,366         13,376,941
Loans receivable, net                                                      22,971,565         22,870,693
Accrued income receivable                                                     363,528            363,449
Real estate owned and other
  repossessed property, net                                                         0                  0
Office properties and equipment, net                                          627,836            616,808
Prepaid expenses and other assets                                             110,845            120,532
Prepaid income taxes                                                           31,758             51,658
                                                                           ----------         ----------

                                                                          $46,819,631        $49,394,731
                                                                           ==========         ==========
           LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
    Deposits                                                              $36,310,860        $34,359,495
    FHLB line of credit and advances                                        2,000,000          6,700,000
    Advances from borrowers for taxes and insurance                            40,298             86,881
    Dividend payable                                                          222,740                  0
    Deferred income                                                            61,143             59,203
    Accrued expenses and other liabilities                                     78,784            299,159
    Income taxes
      Deferred                                                                 57,151             55,423
                                                                           ----------         ----------
                                                                           38,770,976         41,560,161
                                                                           ----------         ----------
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          4,324,418
    Treasury Stock, at cost (30,498 shares at March 31,1996
      and 54,966 shares at September 30, 1996)                               (409,078)          (741,896)
     Unamortized stock acquired by Employee Stock Ownership Plan             (350,285)          (350,285)
    Unamortized stock acquired by Management Stock Bonus Plan                (175,286)          (155,061)
     Net unrealized gain (loss) on available-for-sale securities               (9,916)           (13,273)
                                                                           ----------         ----------
           Total Stockholders' Equity                                       8,048,655          7,834,570
                                                                           ----------         ----------

                                                                          $46,819,631        $49,394,731
                                                                           ==========         ==========

</TABLE>


                                     Page 1

<PAGE>



                              GUTHRIE SAVINGS, INC.
                        Consolidated Statements of Income


<TABLE>
<CAPTION>

                                                   Three Months Ended          Six Months Ended
                                                     September 30,               September 30,
                                               -------------------------   -----------------------
                                                  1995          1996          1995         1996
                                               ----------    -----------   ----------- -----------
                                              (Unaudited)    (Unaudited)   (Unaudited) (Unaudited)

INTEREST INCOME
<S>                                            <C>           <C>           <C>          <C>       
    Interest on loans ......................   $  518,641    $  527,392    $1,035,719   $1,047,389
    Interest and dividends
      on investment securities .............      184,911       187,285       359,873      392,325
    Interest on mortgage-
      backed securities ....................      146,282       192,084       294,678      347,554
                                                ---------     ---------     ---------    ---------
           Total interest income ...........      849,834       906,761     1,690,270    1,787,268
                                                ---------     ---------     ---------    ---------
INTEREST EXPENSE
    Deposits ...............................      443,096       381,182       875,392      775,322
    Borrowed money .........................            0        66,373         9,423      104,796
                                                ---------     ---------     ---------    ---------
           Total interest expense ..........      443,096       447,555       884,815      880,118
                                                ---------     ---------     ---------    ---------


           Net interest income .............      406,738       459,206       805,455      907,150
PROVISION FOR LOSSES
 ON LOANS ..................................          625             7         1,219          492
                                                ---------     ---------     ---------      -------


           Net interest income
             after provision for loan losses      406,113       459,199       804,236      906,658
                                                ---------     ---------     ---------      -------


NON-INTEREST INCOME
    Service charges and late fees ..........       40,610        40,058        81,998       84,471
    Other income ...........................        6,233         8,948        12,185       15,942
     Gain (Loss) from real estate operations       (2,930)          574       115,698        1,874
                                                ---------     ---------     ---------     --------
                                                   43,913        49,580       209,881      102,287
                                                ---------     ---------     ---------     --------


NON-INTEREST EXPENSE
    Compensation and related expenses ......      142,108       150,851       278,003      299,114
    Occupancy expense ......................       17,274        20,681        31,269       32,047
    Professional fees ......................       54,489        39,667        77,450       68,047
    Federal insurance premium ..............       19,730        20,688        40,542       41,570
    SAIF special assessment ................            0       224,776             0      224,776
     Data processing .......................       25,936        20,220        45,645       43,154
    Bank charges ...........................       13,372        14,318        27,229       29,415
    Other expense ..........................       66,387        65,826       119,058      114,858
                                                ---------     ---------     ---------     --------
                                                  339,296       557,027       619,196      852,981
                                                ---------     ---------     ---------     --------
           Income before income taxes ......      110,730       (48,248)      394,921      155,964
INCOME TAX EXPENSE(BENEFIT) ................       47,450       (17,900)      134,450       54,100
                                                ---------     ---------     ---------     --------


           Net income ......................   $   63,280    $  (30,348)   $  260,471   $  101,864
                                                =========     =========     =========     ========

EARNINGS PER SHARE .........................   $      .13    $     (.07)   $      .54   $      .23
                                                =========     =========     =========     ========


DIVIDENDS PER SHARE ........................           --            --            --           --

</TABLE>


                                     Page 2

<PAGE>




                              GUTHRIE SAVINGS, INC.
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                              Six Months Ended September 30,
                                                                              ------------------------------
                                                                                    1995           1996
                                                                              --------------  --------------
                                                                                 (Unaudited)   (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                            <C>            <C>        
    Net income .............................................................   $   260,471    $   101,864
    Adjustments to reconcile net income to net
      cash provided by operating activities:
        Depreciation .......................................................        24,092         18,170
       FHLB Stock dividend .................................................             0        (19,700)
        Decrease (increase) in accrued interest receivable .................         5,773             79
       Increase (decrease) in accrued and deferred
           income taxes ....................................................        60,950        (19,901)
       Increase (decrease) in accrued expenses .............................        12,543         (4,401)
       Accrued assessment of special SAIF insurance premium ................             0        224,776
       Amortization of premiums and discounts
           on investments and loans ........................................        33,529          4,903
       Amortization of deferred gain on sale of real estate owned ..........       (19,662)        (1,940)
        Provision for losses on loans and real estate owned ................         1,219            492
       Gain on sale of real estate owned ...................................      (114,073)             0
        Amortization related to ESOP and MSBP ..............................             0         20,225
        (Increase) decrease in other assets ................................         8,540         (9,687)
                                                                                 ---------     ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES ..................................       273,382        314,880
                                                                                 ---------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Net loan (originations) and principal payments
      on loans held for investment .........................................       413,826        110,613
    Principal repayments on mortgage-backed securities-
      held to maturity .....................................................       780,039        764,534
     Acquisition of mortgage-backed investment securities-
      held to maturity .....................................................             0     (4,727,289)
     Acquisition of held to maturity investment securities .................             0       (500,000)
     Maturity of held to maturity investment securities ....................             0      1,050,000
    Sale of available for sale securities ..................................       300,000              0
     Proceed from sale of real estate acquired in settlement of loans.......       225,182              0
     Acquisition of fixed assets ...........................................             0         (7,142)
     Other net .............................................................        (7,890)             0
NET CASH PROVIDED (USED)
  BY INVESTING ACTIVITIES ..................................................     1,711,157     (3,309,284)
                                                                                 ---------     ----------



CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase (decrease) in deposits ....................................     1,825,443     (1,951,857)
    Net increase (decrease) in escrow accounts .............................        27,779         46,583
    Proceeds from FHLB advance .............................................             0      7,900,000
     Repayments of FHLB advance ............................................    (1,700,000)    (3,200,000)
    Cash dividend paid .....................................................             0       (222,740)
     Purchase of treasury stock ............................................             0       (332,818)
                                                                                 ---------     ----------
NET CASH PROVIDED (USED)
  BY FINANCING ACTIVITIES ..................................................   $   153,222    $ 2,239,168
                                                                                 ---------     ----------

</TABLE>

                                     Page 3

<PAGE>





                Consolidated Statements of Cash Flow (Continued)

<TABLE>
<CAPTION>


NET INCREASE (DECREASE) IN CASH
<S>                                                               <C>           <C>        
  AND CASH EQUIVALENTS                                            $2,137,761    $ (755,236)
BEGINNING CASH AND CASH EQUIVALENTS                                1,090,473     1,402,109
                                                                   ---------     ---------

ENDING CASH AND CASH EQUIVALENTS                                  $3,228,234    $  646,873
                                                                   =========     =========

SUPPLEMENTAL DISCLOSURES Cash paid for:
       Interest on deposits and advances                          $  886,694    $  780,838
       Income taxes                                                   73,500        74,000
    Loans to finance sale of real estate
      acquired through foreclosure                                    22,500             0
    Transfers from loans to real estate acquired
      through foreclosure                                            164,432             0

</TABLE>

                                     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 six month period ended  September  30,
        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
        September 30, 1996 is as follows:

<TABLE>
<CAPTION>
                                                     Carrying Value
                                                 --------------------------
                                                                                  Market Value
                                                 March 31,      September 30,     September 30,
                                                   1996             1996              1996
                                                 ---------      -------------     -------------
 
        Held-to-maturity:
          Bonds, notes and debentures:
       <S>                                       <C>             <C>               <C>        
            United States Treasuries             $ 1,550,531     $   500,067       $   501,094
            Government Agency Securities           8,200,000       8,700,000         8,598,293
                                                  ----------      ----------        ----------
                   Total held-to-maturity          9,750,531       9,200,067         9,099,387
                                                  ----------      ----------        ----------

        Available-for-sale:
          Debt securities:
            Government Agency Securities           1,500,000       1,500,000         1,433,516
            Net unrealized loss                      (55,065)        (66,484)                0
                                                  ----------      ----------        ----------
                                                   1,444,935       1,433,516         1,433,516
                                                  ----------      ----------        ----------
         Equity securities:
            Stock in U.S. Savings League              55,000          55,000           101,376
            Stock in Federal Home Loan Bank          592,300         612,000           612,000
            Other, at fair value                         818             818               818
            Net unrealized gain (loss)                40,040          46,376                 0
                                                  ----------      ----------        ----------
                                                     688,158         714,194           714,194
                                                  ----------      ----------        ----------

                   Total available-for-sale        2,133,093       2,147,710         2,147,710
                                                  ----------      ----------        ----------

        Total Investment Securities              $11,883,624     $11,347,777       $11,247,097
                                                  ==========      ==========        ==========

</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, 1996 and September 30, 1996 is as follows:

<TABLE>
<CAPTION>


                                                          Carrying Value  
                                                 -------------------------------
                                                                                    Market Value
                                                     March 31,     September 30,    September 30,
                                                       1996            1996            1996
                                                 -------------  -----------------   -------------
Mortgage-Backed Securities (Held-to-Maturity):
<S>                                              <C>             <C>             <C>         
  GNMA-ARM's .................................   $  3,669,165    $  3,334,304    $  3,376,556
  FNMA-ARM's .................................        937,910         880,904         873,327
  FHLMC-ARM's ................................      1,561,354       1,463,731       1,462,816
  FHLMC-fixed rate ...........................      1,554,924       1,477,148       1,458,026
  GNMA-fixed rate ............................        454,441         419,181         428,639
  FNMA-fixed rate ............................        905,840         770,623         756,520
    Collateralized mortgage obligation
      -Govt. Agency ..........................        200,897       4,900,175       4,947,732
                                                  -----------     -----------     -----------
                                                    9,284,531      13,246,066      13,303,616
  Unamortized premiums .......................        155,454         142,614
  Unearned discounts .........................        (11,619)        (11,739)
                                                  -----------     -----------     -----------
    Total Mortgage-Backed Securities
      (Held-to-Maturity) .....................   $  9,428,366    $ 13,376,941    $ 13,303,616
                                                  ===========     ===========     ===========
</TABLE>

                                     Page 6

<PAGE>





5.      Loan Receivable, Net

        A summary of the Bank's loans receivable at March 31, 1996 and September
        30, 1996 is as follows:

<TABLE>
<CAPTION>


                                                                 March 31,       September 30,
                                                                  1996               1996
                                                               ------------      -------------
        Mortgage loans:
<S>                                                            <C>                <C>        
          Secured by one to four family residences             $17,905,894        $17,318,545
          Secured by other properties                            1,495,642          1,942,083
          Construction loans                                     1,490,250          1,237,145
          Other                                                    578,004            563,466
                                                                ----------         ----------
                                                                21,469,790         21,061,239

        Less:
          Unearned discounts and loan fees                         (76,607)           (75,351)
          Undisbursed loan proceeds                               (506,148)          (506,814)
          Allowance for loan losses                               (286,567)          (286,567)
                                                                ----------         ----------
               Total mortgage loans                             20,600,468         20,192,507
                                                                ----------         ----------


        Consumer and other loans:
          Loans on deposits                                        507,757            382,341
          Home equity and second mortgage                          895,782          1,133,735
          Other                                                  1,072,203          1,265,358
                                                                ----------         ----------
                                                                 2,475,742          2,781,434
        Less:
          Undisbursed loan proceeds                                    (23)               (25)
          Allowances for loan losses                              (104,622)          (103,223)
                                                                ----------         ----------

                   Total consumer and other loans                2,371,097          2,678,186
                                                                ----------         ----------


        Net Loans Receivable                                   $22,971,565        $22,870,693
                                                                ==========         ==========

</TABLE>

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

<TABLE>
<CAPTION>


                                  Three Months Ended             Six Months Ended
                                     September 30,                 September 30,
                              -----------------------------  ------------------------  
                                1995             1996           1995           1996
                              ---------       -----------    ----------     ---------
<S>                            <C>             <C>           <C>             <C>     
        Balance, beginning     $539,892        $385,602      $539,436        $391,189
        Provision charged
          to operations             625               7         1,219             492
        Loans charged off,
          net of recoveries     (16,604)          4,182       (16,742)         (1,890)
                                -------         -------       -------         -------

                               $523,913        $389,791      $523,913        $389,791
                                =======         =======       =======         =======

</TABLE>


                                            Page 7

<PAGE>




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


     As of September  30, 1996 and March 31, 1996 the Company has no real estate
     owned or other repossessed property.

6.   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 September 30, 1996,  the Bank had  outstanding  commitments to fund real
     estate loans of $46,000.  This $46,000 in commitments is for one fixed rate
     loan at a rate of 8.00%.

8.   Earnings Per Share

     Earnings  per share for the three and six months ended  September  30, 1995
     was  computed  by dividing  net income by the  weighted  average  number of
     common shares  outstanding  of 475,975,  which is adjusted for  unallocated
     shares acquired by the Employee Stock Ownership Plan.

     Earnings  per share for the three and six months ended  September  30, 1996
     was  computed  by dividing  net income by the  weighted  average  number of
     common shares  outstanding of 424,950 and 432,001,  respectively,  which is
     adjusted for  unallocated  shares  acquired by the Employee Stock Ownership
     Plan and Treasury Stock repurchased.


                                     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 September 30, 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  SEPTEMBER 30, 1995
AND 1996 AND THE SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1996.


        Net  income  decreased  $93,628 or 147.96%  from  $63,280  for the three
months  ended  September  30,  1995 to  ($30,348)  for the  three  months  ended
September  30,  1996.  This  decrease  was  primarily  the result of the special
assessment to capitalize the SAIF insurance fund.

        Net income decreased $158,607 or 60.89% from $260,471 for the six months
ended  September  30, 1995 to $101,864  for the six months ended  September  30,
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 will be $224,776,  which was accrued as of September  30, 1996 and included
in expense for the three and six months ended  September 30, 1996. The after tax
effect of the assessment was to reduce net income by approximately  $147,000 for
the three and six months ended  September  30,  1996.  Without the effect of the
assessment  net income would have been  approximately  $116,000 and $249,000 for
the three and six months ended  September 30, 1996,  respectively.  Earnings per
share without the effect of the assessment  would have been  approximately  $.27
and $.58 for the three and six months ended  September  30, 1996,  respectively.
Capitalizing  the  insurance  fund will  result  in lower  future  premiums  for
insurance on deposits.

        Net interest income before  provision for losses on loans, for the three
months ended  September  30, 1996  increased  $52,468 or 12.90%  compared to the
three months ended September 30, 1995, from $406,738 to $459,206.  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
September  30,  1996  new   investments   of   $2,750,000  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 +120 basis points.  Interest  expense on
deposits  for the three months ended  September  30, 1995  compared to the three
months  ended  September  30, 1996  decreased  by $61,914 or 13.97%,  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 $66,373.  Components of total  interest  income  changed due to related
changes in the balance sheet structure. Interest income increased $56,927 due to
new purchases of investment and mortgage backed securities.

        Net  interest  income  for the  six  months  ended  September  30,  1996
increased  $101,695 or 12.63% from  $805,455 for the six months ended  September
30, 1995 to $907,150 for the six months ended  September 30, 1996,  for the same
reasons as noted above.  Interest  expense on deposits for the six months period
decreased  $100,070 or 11.43% from  $875,392 for the six months ended  September
30, 1995 to $775,322 for the six months ended  September 30, 1996. This decrease
in  interest  on  deposits  was offset by an  increase  in  interest  expense on
borrowed  money of $95,373  from $9,423 for the six months ended  September  30,
1995 to $104,796 for the six months ended  September 30, 1996.  Interest  income
increased  $96,998 due to new  purchases  of  investments  and  mortgage  backed
securities.


                                     Page 10

<PAGE>




        Provision for loan losses decreased from $625 for the three months ended
September  30, 1995 to $7 for the three months ended  September  30, 1996.  This
decrease was based on  management's  evaluation of the adequacy of the allowance
for loan losses.  During the quarter ended September 30, 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 six months ended
September 30, 1996 $727 or 59.64% from $1,219 for the six months ended September
30, 1995 to $492 for the six months ended  September 30, 1996. This decrease was
based on  management's  evaluation  of the  adequacy of the  allowance  for loan
losses.

        Non-interest  income  increased  $5,667 or 12.91%  from  $43,913 for the
three  months  ended  September  30, 1995 to $49,580 for the three  months ended
September  30,  1996.  This  increase  was due to an  increase in gain from real
estate operations and slight increase in other income due to loan fees from loan
originations for a mortgage company..

        Non-interest income for the six months ended September 30, 1996 was down
$107,594 or 51.26%.  This  decrease was  primarily due to a gain on sale of real
estate  owned  property of $114,073  during the six months ended  September  30,
1995. There was an increase in fee income received,  during the six months ended
September  30,  1996,  due to loan fees from loan  originations  for a  mortgage
company.

        Non-interest  expense increased $217,731 or 64.17% from $339,296 for the
three  months  ended  September  30, 1995 to $557,027 for the three months ended
September 30, 1996. The primary source for the increase in non-interest  expense
was due to the  increase in  compensation  expenses  and special  assessment  to
capitalize the SAIF insurance fund. Compensation expense increased primarily due
to the accrual of MSBP expense.  The special SAIF  assessment to capitalize  the
SAIF insurance fund was $224,776.

        Non-interest  expense for the six months ended September 30, 1996 was up
$233,785  or 37.76%  from that for the six  months  ended  September  30,  1995.
Non-interest  expense  increased  from  $619,196  for the six month period ended
September  30, 1995 to $852,981  for the six month period  ended  September  30,
1996.  Compensation  and  related  expenses  were up 7.59% or  $21,111.  Federal
insurance  premiums  were up  $225,804  from  $40,542  for the six months  ended
September  30, 1995 to $266,346 for the six months ended  September  30, 1996 as
discussed in the preceding paragraph.

        Income tax expense  was a net  benefit of $17,800  for the three  months
ended  September  30, 1996 compared to expense of $47,450 for the same period in
1995. Income tax expense for the six months ended September 30, 1996 was $54,100
compared to $134,450  for the same  period in 1995.  The  decrease in income tax
expense  for both the three and six month  periods  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 19.96% at September 30, 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 September
30, 1996 the Bank had  $500,000  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 met current
liquidity needs. Besides the line of credit the Bank has a fixed rate advance of
$2,000,000 and  $4,200,000 in adjustable  rate advances at the Federal Home Loan
Bank of Topeka outstanding at September 30, 1996.

        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 September 30, 1996 cash and cash  equivalents were
$646,873  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  September  30,  1996  the  Bank's  capital
requirements and actual capital under the OTS regulations are as follows:



                                       Amount             Percent
                                     (thousands)         of Assets
                                     -----------         ---------
        Tangible capital:         
           Actual                      $ 6,468             13.10%
           Required                        741              1.50%
                                        ------            ------
           Excess                      $ 5,727             11.60%
                                        ======            ======

        Core capital:
           Actual                     $  6,468             13.10%
           Required                      1,482              3.00%
                                        ------            ------
           Excess                     $  4,986             10.10%
                                        ======            ======

        Risk-based capital:
           Actual                     $  6,723             32.93%
           Required                      1,634              8.00%
                                        ------            ------
           Excess                     $  5,089             24.93%
                                        ======            ======






                                     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
          The annual  meeting was held July 18, 1996.  The items  submitted to a
           vote of the stockholder's and the results of this vote were presented
           in the June 30, 1996 10-QSB.


Item 5.  Other Information
           Not applicable


Item 6.  (a)  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
          Form 8-K was  filed  October  4,  1996.  The  report  stated  that the
        Registrant  announced  that its Board of  Directors  had adopted a stock
        repurchase  program that  authorizes  the repurchase of up to 15% of the
        outstanding  shares of common  stock.  A press  release dated October 4,
        1996 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:  November 7, 1996             By:  /s/ William L. Cunningham
       -----------------------           -------------------------
                                         William L. Cunningham
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)


Date:  November 7, 1996             By:  /s/ Kimberly D. Walker
       -----------------------            -------------------------
                                         Kimberly D. Walker
                                         Treasurer
                                         (Principal Financial and Accounting 
                                           Officer)