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, 1998

                                       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, 1998:
            $.01 par value common stock                    402,257 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 30, 1998 and
           September 30, 1998  (unaudited)                                  1
           Statements of Income for the Three and Six Months Ended
           September 30, 1997 and 1998 (unaudited)                          2
           Statement of Cash Flows for the Six Months
           Ended September 30, 1997 and 1998 (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,         1998
          ASSETS                                                     1998         (unaudited)      
          ------                                                     ----         -----------      
<S>                                                              <C>             <C>         
Cash and cash equivalents
   Interest bearing                                              $  2,995,502    $  4,954,535
   Non-interest bearing                                               311,917         382,615
Held-to-maturity investment securities                              3,900,000       1,300,000
Available-for-sale investment securities                            2,174,751       2,214,934
Mortgage-backed securities held to maturity                        12,615,162      12,470,589
Loans receivable, net                                              25,573,437      25,050,198
Loans held-for-sale                                                    81,757         110,267
Accrued income receivable                                             262,853         257,453
Real estate owned and other
   repossessed property, net                                           10,500            --
Office properties and equipment, net                                  569,093         657,031
Prepaid expenses and other assets                                     131,926         123,852
                                                                 ------------    ------------
                                                                 $ 48,626,898    $ 47,521,474
                                                                 ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities
   Deposits                                                      $ 35,537,831    $ 35,179,741
   FHLB line of credit and advances                                 5,196,000       4,500,000
   Advances from borrowers for taxes and insurance                     48,988         118,303
   Deferred income                                                     50,824          48,051
   Dividend payable                                                      --           203,190
   Accrued expenses and other liabilities                             109,081          85,832
   Income taxes
     Deferred                                                         121,206         126,669
     Current                                                           26,840         (17,299)
                                                                 ------------    ------------
                                                                   41,090,770      40,244,487
                                                                 ------------    ------------
Stockholders' Equity
   Preferred stock, $.01 par 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                                       4,811,997       4,811,997
   Retained income (substantially restricted)                       4,541,553       4,555,060
   Treasury Stock, at cost 97,668 shares at March 31, 1998
     and 112,868 shares at September 30, 1998                      (1,447,775)     (1,750,619)
   Unamortized stock acquired by Employee Stock Ownership Plan       (267,865)       (267,865)
   Unamortized stock acquired by Management Stock Bonus Plan         (103,490)        (82,214)
   Net unrealized gain (loss) on available-for-sale securities         (3,443)          5,477
                                                                 ------------    ------------
                                                                    7,536,128       7,276,987
                                                                 ------------    ------------

                                                                 $ 48,626,898    $ 47,521,474
                                                                 ============    ============
</TABLE>


                                     Page 1

<PAGE>

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

                                                Three Months Ended        Six Months Ended
                                                   September 30,             Septenber 30,
                                             -----------------------    -----------------------
                                                 1997         1998        1997          1998     
                                              ---------     --------    ---------     ---------
                                             (unaudited)  (unaudited)  (unaudited)   (unaudited)
<S>                                          <C>          <C>           <C>          <C>       
INTEREST INCOME
   Interest on loans                         $  553,859   $  574,377    $1,087,490   $1,153,404
   Interest and dividends
     on investment securities                   174,642      129,560       357,478      251,342
   Interest on mortgage-
     backed securities                          199,393      193,244       416,033      401,872
                                             ----------   ----------    ----------   ----------
       Total interest income                    927,894      897,181     1,861,001    1,806,618
                                             ----------   ----------    ----------   ----------

INTEREST EXPENSE
   Deposits                                     387,391      387,588       765,773      772,794
   Borrowed money                                92,910       67,750       195,896      135,155
                                             ----------   ----------    ----------   ----------
       Total interest expense                   480,301      455,338       961,669      907,949
                                             ----------   ----------    ----------   ----------
       Net interest income                      447,593      441,843       899,332      898,669

PROVISION FOR LOSSES
   ON LOANS                                         439          (57)        1,313        4,264
                                             ----------   ----------    ----------   ----------
       Net interest income after
         provision for loan losses              447,154      441,900       898,019      894,405
NON-INTEREST INCOME
   Service charges and late fees                 46,090       44,753        90,558       87,825
   Other income                                   9,433        5,440        16,274        9,153
   Gain (Loss) from real estate operations          769       (1,464)        3,965          689
                                             ----------   ----------    ----------   ----------
                                                 56,292       48,729       110,797       97,667
                                             ----------   ----------    ----------   ----------
NON-INTEREST EXPENSE
   Compensation and related expenses            157,366      163,413       308,084      318,359
   Occupancy expense                             16,417       16,303        29,160       30,060
   Professional fees                             42,983       39,505        67,601       88,478
   Federal insurance premium                      5,351        5,361        10,788       10,738
   Data processing                               20,530       25,502        44,067       48,081
   Bank charges                                  12,671       16,710        26,263       30,382
   Other expense                                 52,887       47,948       117,247      116,177
                                             ----------   ----------    ----------   ----------
                                                308,205      314,742       603,210      642,275
                                             ----------   ----------    ----------   ----------
       Income before income taxes               195,241      175,887       405,606      349,797
INCOME TAX EXPENSE (BENEFIT)                     65,900       67,000       145,750      133,100
                                             ----------   ----------    ----------   ----------
       Net income                            $  129,341   $  108,887    $  259,856   $  216,697
                                             ----------   ----------    ----------   ----------
BASIC:
       Earnings per share                    $     0.34   $     0.29    $     0.68   $     0.57
                                             ----------   ----------    ----------   ----------
       Weighted average common shares
             Outstanding                        376,765      377,464       383,419      380,093
                                             ----------   ----------    ----------   ----------
DILUTED:
       Earnings per share                    $     0.33   $     0.28    $     0.66   $     0.55
                                             ----------   ----------    ----------   ----------
       Weighted average common shares
             Outstanding                        388,488      392,219       394,655      394,078
                                             ----------   ----------    ----------   ----------

DIVIDENDS PER SHARE                          $     0.50   $     0.50    $     0.50   $     0.50
                                             ----------   ----------    ----------   ----------
</TABLE>

                                     Page 2
<PAGE>

                              GUTHRIE SAVINGS, INC.
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                    Six Months Ended September 30,               
                                                                    ------------------------------               
                                                                         1997          1998    
                                                                    -------------  ---------------
                                                                      (unaudited)   (unaudited)
<S>                                                                  <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                       $   259,856    $   216,697
    Adjustments to reconcile net income to net
       cash provided by operating activities:
        Depreciation                                                      15,796         13,840
        FHLB Stock dividend                                              (22,600)       (25,800)
        Decrease (increase) in accrued interest receivable                 8,975          5,400
        Increase (decrease) in accrued and deferred
           income taxes                                                   18,046        (44,139)
        Increase (decrease) in accrued expenses                           17,914        (23,249)
        Origination of loans held-for-sale                                  --         (883,450)
        Sale of loans held-for-sale                                         --          950,391
        Gain (loss) on sales of loans held-for-sale                         --            8,156
        Amortization of premiums and discounts
             on investments and loans                                        644         (4,204)
        Amortization of deferred gain on sale of real estate owned        (3,972)        (2,773)
        Provision for losses on loans and real estate owned                1,313          4,264
        Amortization related to ESOP and MSBP                             12,545         21,276
        (Increase) decrease in other assets                              (11,154)         8,074
                                                                     -----------    -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                297,363        244,483
                                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Net loan (originations) and principal payments on loans
         held for investment                                          (1,433,440)       438,348
    Principal repayments on mortgage-backed securities
         held to maturity                                              1,606,004      1,177,905
    Acquisition of mortgage-backed investment securities
         held to maturity                                                   --       (1,045,996)
    Acquisition of held to maturity investment securities                   --         (300,000)
    Maturity of held to maturity investment securities                 2,000,000      2,900,000
    Acquisition of fixed assets                                           (2,052)      (101,778)
    Proceeds from sale of real estate acquired in settlement
         of loans                                                           --            8,652
                                                                     -----------    -----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                       2,170,512      3,077,131
                                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase (decrease) in deposits                                  225,660       (362,354)
    Net increase (decrease) in escrow accounts                            75,104         69,315
    Proceeds from FHLB advance                                         6,000,000           --
    Repayments of FHLB advance                                        (7,004,000)      (696,000)
    Purchase of treasury stock                                          (563,525)      (302,844)
                                                                     -----------    -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                      (1,266,761)    (1,291,883)
                                                                     -----------    -----------
</TABLE>

                                     Page 3
<PAGE>



                Consolidated Statements of Cash Flow (Continued)


NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                   1,201,114         2,029,731  
BEGINNING CASH AND CASH EQUIVALENTS                 522,829         3,307,419
                                                 ----------        ----------
                                                                 
ENDING CASH AND CASH EQUIVALENTS                 $1,723,943        $5,337,150
                                                 ==========        ==========
                                                                 
SUPPLEMENTAL DISCLOSURES Cash paid for:                          
        Interest on deposits and advances        $  962,772        $  913,239
        Income taxes                             $  127,703        $  220,788
                                                                 
                                                            


                                     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,
         1998  are  not  necessarily  indicative  of the  results  which  may be
         expected for the year ending March 30, 1999.

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 30, 1998 and
September 30, 1998 is as follows:

                                              Carrying Value      Market Value 
                                      --------------------------- --------------
                                       March 31,    September 30,  September 30,
                                         1998           1998          1998 
                                      -----------    -----------   -----------
Held-to-maturity:
   Bonds, notes and debentures:
      Government Agency Securities    $ 3,900,000    $ 1,300,000   $ 1,308,954
                                      -----------    -----------   -----------
Total held-to-maturity                $ 3,900,000    $ 1,300,000   $ 1,308,954
                                      -----------    -----------   -----------

Available-for-sale:
   Debt securities:
       Government Agency Securities   $ 1,500,000    $ 1,500,000   $ 1,508,834
       Net unrealized gain (loss)          (5,549)         8,834             -
                                      -----------    -----------   -----------
                                      $ 1,494,451    $ 1,508,834   $ 1,508,834
                                      -----------    -----------   -----------

Equity securities:
    Stock in Federal Home Loan Bank       680,300        706,100       706,100
                                      -----------    -----------   -----------
                                          680,300        706,100       706,100
                                      -----------    -----------   -----------

Total available-for-sale              $ 2,174,751    $ 2,214,934   $ 2,214,934
                                      -----------    -----------   -----------


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 30, 1998 and September 30, 1998 is as follows:
<TABLE>
<CAPTION>
                                                      Carrying Value            Market Value     
                                                -----------------------------   ------------     
                                                  March 31,     September 30,   September 30,
                                                    1998            1998            1998 
                                                ------------    ------------    ------------
<S>                                             <C>             <C>             <C>         
Mortgage-Backed Securities(Held-to-Maturity):
   GNMA-ARM's                                   $  2,875,329    $  2,468,225    $  2,505,249
   FNMA-ARM's                                      1,302,822       1,196,146       1,222,732
   FHLMC-ARM's                                     1,216,788       1,115,190       1,123,206
   FHLMC-fixed rate                                1,257,818       1,122,232       1,167,198
   GNMA-fixed rate                                   310,058         211,285         221,610
   FNMA-fixed rate                                   551,302       1,395,765       1,423,864
   Collateralized mortgage obligation
      -Government Agency                           4,989,740       4,849,561       4,963,871
                                                ------------    ------------    ------------
                                                  12,503,857      12,358,404      12,627,730
   Unamortized premiums                              119,158         119,100
   Unearned discounts                                 (7,853)         (6,915)           --   
                                                ------------    ------------    ------------
Total Mortgage-Backed Securities
   (Held-to-Maturity)                           $ 12,615,162    $ 12,470,589    $ 12,627,730
                                                ============    ============    ============
</TABLE>

                                     Page 6

<PAGE>



5.       Loans Receivable, Net

         A  summary  of the  Bank's  loans  receivable  at  March  30,  1998 and
September 30, 1998 is as follows:

                                                March 31,     September 30,
                                                  1998            1998 
                                              -------------   -------------
Mortgage loans:
   Secured by one to four family residences   $ 18,758,433    $ 18,237,782
   Secured by other properties                   1,763,895       1,878,540
   Construction loans                            2,097,800       2,205,400
   Other                                           727,864       1,138,690
                                              ------------    ------------
                                                23,347,992      23,460,412
Less:
   Unearned discounts and loan fees                (72,674)        (65,938)
   Undisbursed loan proceeds                    (1,092,005)     (1,629,019)
   Allowance for loan losses                      (273,254)       (276,657)
                                              ------------    ------------
       Total mortgage loans                     21,910,059      21,488,798
                                              ------------    ------------

Consumer and other loans:
   Loans on deposits                               560,014         376,599
   Home equity and second mortgage               1,267,008       1,235,736
   Other                                         1,923,108       2,021,012
                                              ------------    ------------
                                                 3,750,130       3,633,347
Less:
   Undisbursed loan proceeds                        (6,770)           --
   Allowance for loan losses                       (79,982)        (71,947)
                                              ------------    ------------
       Total consumer and other loans            3,663,378       3,561,400
                                              ------------    ------------

Net Loans Receivable                          $ 25,573,437    $ 25,050,198
                                              ============    ============
 
         A summary  of the Bank's  allowance  for loan  losses  for the  periods
indicated is as follows:


                          Three Months Ended        Six Months Ended
                             September 30,            September 30,    
                         ----------------------    ----------------------  
                           1997         1998         1997         1998 
                         ---------    ---------    ---------    ---------
Balance, beginning       $ 375,099    $ 346,839    $ 376,692    $ 353,236
Provision charged
    to operations              439          (57)       1,313        4,264
Loans charged off,
     net of recoveries      (7,821)       1,823      (10,288)      (8,895)
                         ---------    ---------    ---------    ---------

                         $ 367,717    $ 348,605    $ 367,717    $ 348,605
                         =========    =========    =========    =========



                                     Page 7
<PAGE>


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


                                              March 31,      September 30,
                                                1998             1998   
                                              -------           ------
Real estate acquired by foreclosure           $10,500           $   --
Other repossed assets                            --                 --
Allowance for loss                               --                 --   
                                              -------           ------
                Total                         $10,500           $   --   
                                              =======           ======
                                               


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

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

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

         At September 30, 1998,  the Bank had  outstanding  commitments  to fund
         real estate loans of $494,000. Of the commitments outstanding September
         30, 1998,  $35,000 was  committed to fund one  adjustable  rate loan at
         6.25%. The balance of the commitments  outstanding  September 30, 1998,
         $459,000 was to fund four fixed rate loans held-for-sale.

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.


                                     Page 8

<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 September 30, 1998. 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, 1997
and 1998 and the six months ended September 30, 1997 and 1998.


         Net income  decreased  $20,454 or 15.81%  from  $129,341  for the three
months ended September 30, 1997 to $108,887 for the three months ended September
30, 1998. This decrease was due to a combination of factors that include, called
investments,  paid  off  borrowed  money,  and  an  increase  in  data  expenses
attributable to Year 2000 costs.

         Net income decreased $43,159 or 16.61% from $259,856 for the six months
ended  September  30, 1997 to $216,697  for the six months ended  September  30,
1998. This decrease is due to the same  combination of factors as stated for the
above three-month period.

         Net interest income before provision for losses on loans, for the three
months ended September 30, 1998 decreased  $5,750 or 1.28% compared to the three
months ended  September 30, 1997,  from $447,593 to $441,843.  This decrease was
mainly  due to a decrease  in  interest  on  investment  securities  offset by a
decrease in interest  on  borrowed  money and an increase in interest  income on
loans.  Interest income on investments and mortgage-backed  securities decreased
$51,231 or 13.70% due to securities  maturing or being called.  This decrease in
investment  interest  income  was offset by a decrease  in  interest  expense on
borrowed money of $25,160.  Borrowings  were paid down as securities  matured or
were called. Interest income on loans increased $20,518 or 3.70% for the quarter
ended September 30, 1998 compared to the quarter ended September 30, 1997 due to
an increase in loan originations.

         Net interest income before  provision for losses on loans,  for the six
months ended  September 30, 1998 compared to the six months ended  September 30,
1997 remained fairly  constant with a slight  decrease of $663.  Interest income
for the six months  ended  September  30, 1998  compared to the six months ended
September  30,  1997  decreased  $54,383 or 2.92%.  This  decrease  was due to a
decrease in investment  interest income,  due to matured and called  securities,
offset by an  increase  in loan  interest  income.  Investment  interest  income
decreased  $120,297  while  interest  on  loans  increased  $65,914.  The  other
contributing  factor to the  slight  decrease  in net  interest  income  for the
six-month  period is the  decrease  in  interest  expense on  borrowed  money of
$60,741.  This  decrease  is  attributable  to borrowed  money  being  repaid as
investment  securities matured or paid off. There was an increase in interest on
deposits of $7,021; this increase was due to an increase in deposit balances.

         Provision  for loan  losses  decreased  from $439 for the three  months
ended September 30, 1997 to $(57) for the three months ended September 30, 1998.
This  decrease was based on  management's  evaluation  of the allowance for loan
losses.

         The  provision  for losses on loans  increased for the six months ended
September  30,  1998  $2,951 or 224.75%  from  $1,313  for the six months  ended
September 30, 1997 to $4,264 for the six months ended  September 30, 1998.  This
increase was based on  management's  evaluation of the adequacy of the allowance
for loan losses.

         Non-interest  income  decreased  $7,563 or 13.44% from  $56,292 for the
three  months  ended  September  30, 1997 to $48,729 for the three  months ended
September 30, 1998.  This decrease was due to a decrease in service  charges and
late fees of $1,337 during the three months ended September 30, 1998 compared to
the three months  ended  September  30, 1997.  There was also a decrease in gain
from real  estate  operations  of $2,233  from $769 for the three  months  ended
September  30, 1997 to ($1,464)  for the same period ended  September  30, 1998.
This  decrease is due in most part to the loss on sale of a piece of real estate
owned  property in the  September  30, 1998  period.  Other income for the three
months ended September 30, 1997 compared to the three months ended September 30,
1998  decreased  $3,993.  The  decrease  was mainly due to an  Internal  Revenue
Service  refund  of  interest,  in  the  amount  $2,541,  that  occurred  in the
three-month period ended September 30, 1997.

         Non-interest  income for the six-month  period ended September 30, 1998
was down $13,130 or 11.85% from $110,797 for the six months ended  September 30,
1997 to $97,667 for the six-months  ended  September 30, 1998. This decrease was
due to a  decrease  in  service  charges  and late  fees of  $2,733  during  the
six-months  ended September 30, 1998 compared to the six-months  ended September
30,  1997.  There was also a decrease  in gain from real  estate  operations  of
$3,276 from $3,965 for the six-months  ended  September 30, 1997 to $689 for the
same period ended  September  30, 1998.  Again this is mostly due to the loss on
sale of a piece of real estate owned  property.  Other income for the six months
ended  September 30, 1997 compared to the  six-months  ended  September 30, 1998
decreased $7,121. This was the result of refunds 

                                    Page 10
<PAGE>
on credit  life  insurance  due to early  pay-off of consumer  loans  during the
six-month period ended September 30, 1998. Also attributable was the interest on
the Internal Revenue Service refund for the six-month period ended September 30,
1997.

         Non-interest  expense  increased  $6,537 or 2.12% from $308,205 for the
three  months  ended  September  30, 1997 to $314,742 for the three months ended
September  30, 1998.  The primary  reason for this  increase is due to increased
data  processing  fees of $4,972 due to new equipment  support  charges from the
data center.  Compensation  and related expense are up $6,047,  due to increased
costs of  medical  insurance,  ESOP  related  expenses,  and  employee  training
expenses.  Professional  fees for the three  months  ended  September  30,  1998
compared  to the  three  months  ended  September  30,  1997  decreased  $3,478,
attributed to year end reporting costs being billed and paid in the June quarter
of the current year.

         Non-interest  expense  for the six  months  ended  September  30,  1998
compared to the six months ended  September 30, 1997 increased  $39,065 or 6.48%
from $603,210 to $642,275.  This increase is mainly attributed to an increase in
professional fees of $20,877 or 30.88%. The increase in professional fees is due
to consultations  dealing with Oklahoma Tax Commission audit and a business plan
analysis.  Compensation  and related  expenses are up $10,275 for the  six-month
period;  reasons are the same as for the related  three-month period above. Data
processing costs are up $4,014 again due to the increased new equipment  support
charges.

         Income tax expense increased $1,100 or 1.67% from $65,900 for the three
months ended  September 30, 1997 to $67,000 for the same period ended  September
30, 1998.  This increase is due to the anticipated use of all the state tax loss
carryforward; therefore for the current year a nominal percentage has been added
for a state tax accrual.  Income tax expense  decreased  $12,650 or 8.68%,  from
$145,750  for the six months  ended  September  30, 1997 to $133,100 for the six
months ended September 30, 1998, due to lower pre-tax income.


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  dissemated  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 is in the process of
updating all computer  terminals and installing 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 September 30, 1998,  the Bank has expended
$37,000 for upgraded computer equipment. This expenditure is all capitalized and
will be depreciated  over a three year period.  Data processing  costs of $5,400
associated with Year 2000 expenses have been expensed as of September

                                    Page 11
<PAGE>
30, 1998 and will continue for an eighteen month period through the end of 1999.
Expenses  relating  to  training  costs for the Year 2000 have been $3,500 as of
September 30, 1998. The bank's data service  center  currently has a target date
of not later  than  December  31,  1998 for  external  and  internal  testing of
modifications  to  critical  systems.  This  testing  is to  include  testing of
interfaces between the Bank computer network, installed in October 1998, and the
data service  center.  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.

 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 September 30, 1998.
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, 1998 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  $4,500,000  in
adjustable rate advances at the Federal Home Loan Bank of Topeka  outstanding at
September 30, 1998.

         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, 1998 cash and cash
equivalents  were  $5,337,150 up from  $3,307,419 at March 31, 1998. 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 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 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  September  30,  1998  the  Bank's  capital
requirements and actual capital under the OTS regulations are as follows:

                                     Amount           Percent
                                   (thousands)       of Assets         
                                   -----------       ---------         
         Tangible capital:
              Actual                     6,671         14.18%
              Required                     941          2.00%    
                                    ----------         ------
              Excess                     5,730         12.18%
                                    ----------         ------

         Core capital:
              Actual                     6,671         14.18%
              Required                   1,882         4.00% 
                                    ----------         ------
              Excess                     4,789         10.18%
                                    ----------         ------

         Risk-based capital:
              Actual                     6,907         32.79%
              Required                   1,685         8.00% 
                                    ----------         ------
              Excess                     5,222         24.79%
                                    ----------         ------

                                    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 15, 1998,  the items  submitted to a
          vote of the  stockholders  and the results of this vote were presented
          in the June 30, 1998 10-QSB.

 Item 5.  Other Information
          The Company is currently  protesting a notice of additional income tax
          due to the State of  Oklahoma  relating  to the  taxation  of interest
          received on certain U.S. Government Securities for the tax years 1994,
          1995 and 1996.  Management of the Company believes its protest is with
          merit;  however,  if the  Company is  unsuccessful  in its protest the
          additional  expense to the Company is  estimated  to be  approximately
          $80,000.

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 
          Form 8-K was filed  September  16,  1998  (items 5 and 7).  The report
          stated that the  Registrant  announced that its Board of Directors had
          declared a special cash dividend of $.50 per share to  stockholders of
          record as of October 5, 1998. A press  release was included as Exhibit
          99.


                                       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 12, 1998           By /s/William L. Cunningham             
     --------------------           --------------------------------------------
                                    William L. Cunningham
                                     President and Chief Executive Officer
                                     (Duly Authorized Representative)


Date November 12, 1998           By /s/Kimberly D. Walker              
     --------------------           --------------------------------------------
                                    Kimberly D. Walker
                                    Treasurer
                                    (Principal Financial and Accounting Officer)





                                       15