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

                                   FORM 10-QSB

         (Mark One)
[        X ] QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 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 February 9, 1999:

        $.01 par value common stock                       402,257 shares
                 (Class)                                  (Outstanding)

Transitional Small Business Disclosure Format

                                 Yes[ ] No[ X ]

<PAGE>




                              GUTHRIE SAVINGS, INC.


                                      INDEX

<TABLE>
<CAPTION>

                                                                                                        Page Number

PART I - FINANCIAL INFORMATION
<S>        <C>
    Item 1.Financial Statements
           Consolidated Statements of Financial Condition as of March 31, 1998 and
           December 31, 1998  (unaudited)                                                                   1
           Consolidated Statements of Income for the Three and Nine Months Ended
           December 31, 1997 and 1998 (unaudited)                                                           2
           Consolidated Statements of Comprehensive Income for the Three and Nine
           Months Ended December 31, 1997 and 1998 (unaudited)                                              3

           Consolidated Statement of Cash Flows for the Nine Months
           Ended December 31, 1997 and 1998 (unaudited)                                                   4-5
           Notes to Consolidated Financial Statements                                                     6-9

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

PART II - OTHER INFORMATION

    Item 1.Legal Proceedings                                                                               15

    Item 2.Changes in Securities                                                                           15

    Item 3.Defaults in Senior Securities                                                                   15

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

    Item 5.Other Information                                                                               15

    Item 6(a).    Exhibits                                                                                 15

    Item 6(b).    Reports on Form 8-K                                                                      15
SIGNATURES                                                                                                 16

</TABLE>


<PAGE>




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

                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                    March 31,        1998
                                    ASSETS                            1998        (unaudited)
                                    ------                       ------------    ------------

<S>                                                             <C>             <C>         
Cash and cash equivalents
   Interest bearing                                              $  2,995,502    $  4,817,784
   Non-interest bearing                                               311,917         271,471
                                                                 ------------    ------------
                                                                    3,307,419       5,089,255
Held-to-maturity investment securities                              3,900,000         800,000
Available-for-sale investment securities                            2,174,751       2,220,073
Mortgage-backed securities held to maturity                        12,615,162      12,545,587
Loans receivable,net                                               25,573,437      24,492,251
Loans held-for-sale                                                    81,757         111,624
Accrued income receivable                                             262,853         237,975
Real estate owned and other
   repossessed property, net                                           10,500            --
Office properties and equipment, net                                  569,093         722,004
Prepaid expenses and other assets                                     131,926         154,705
                                                                 ------------    ------------
                                                                 $ 48,626,898    $ 46,373,474
                                                                 ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
   Deposits                                                      $ 35,537,831    $ 35,749,037
   FHLB line of credit and advances                                 5,196,000       3,000,000
   Advances from borrowers for taxes and insurance                     48,988          18,071
   Deferred income                                                     50,824          43,859
   Accrued expenses and other liabilities                             109,081         115,550
   Income taxes
     Deferred                                                         121,206         (54,799)
     Current                                                           26,840         136,910
                                                                 ------------    ------------
                                                                   41,090,770      39,008,628
                                                                 ------------    ------------
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       4,636,783
   Treasury Stock, at cost 97,668 shares at March 31, 1998
     and 112,868 shares at December 31, 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)        (71,576)
   Accumulated other comprehensive income                              (3,443)            975
                                                                 ------------    ------------
                                                                    7,536,128       7,364,846
                                                                 ------------    ------------
                                                                 $ 48,626,898    $ 46,373,474
                                                                 ============    ============

</TABLE>
                                     Page 1
<PAGE>
                              GUTHRIE SAVINGS, INC.
                        Consolidated Statements of Income
<TABLE>
<CAPTION>
                                               Three Months Ended          Nine Months Ended
                                                   December 31,                December 31,
                                                   ------------                ------------
                                                1997          1998         1997         1998
                                             ----------    ----------   ----------   ----------
                                             (unaudited)   (unaudited)  (unaudited)  (unaudited)
<S>                                         <C>           <C>          <C>          <C>       
INTEREST INCOME
   Interest on loans                         $  556,162    $  553,982   $1,643,652   $1,707,386
   Interest and dividends
     on investment securities                   145,840       109,452      503,317      360,794
   Interest on mortgage-
     backed securities                          188,736       193,043      604,769      594,915
                                             ----------    ----------   ----------   ----------
       Total interest income                    890,738       856,477    2,751,738    2,663,095
                                             ----------    ----------   ----------   ----------
INTEREST EXPENSE
   Deposits                                     390,200       378,214    1,155,973    1,151,007
   Borrowed money                                64,380        48,344      260,276      183,499
                                             ----------    ----------   ----------   ----------
       Total interest expense                   454,580       426,558    1,416,249    1,334,506
                                             ----------    ----------   ----------   ----------
       Net interest income                      436,158       429,919    1,335,489    1,328,589
PROVISION FOR LOSSES
   ON LOANS                                       1,395         2,445        2,708        6,709
                                             ----------    ----------   ----------   ----------
       Net interest income after
         provision for loan losses              434,763       427,474    1,332,781    1,321,880
                                             ----------    ----------   ----------   ----------
NON-INTEREST INCOME
   Service charges and late fees                 48,520        43,503      139,078      131,328
   Other income                                   5,441         5,609       21,715       14,762
   Gain (Loss) from real estate operations       (2,222)        4,352        1,744        5,041
                                             ----------    ----------   ----------   ----------
                                                 51,739        53,464      162,537      151,131
                                             ----------    ----------   ----------   ----------
NON-INTEREST EXPENSE
   Compensation and related expenses            165,580       170,145      473,664      488,504
   Occupancy expense                             19,558        37,784       48,718       67,844
   Professional fees                             17,191        21,800       81,863      110,278
   Federal insurance premium                      5,401         5,129       16,189       15,867
   Data processing                               19,686        32,369       63,753       80,450
   Bank charges                                  12,967        13,526       39,231       43,909
   Other expense                                 52,025        72,024      172,199      188,202
                                             ----------    ----------   ----------   ----------
                                                292,408       352,777      895,617      995,054
                                             ----------    ----------   ----------   ----------
       Income before income taxes               194,094       128,161      599,701      477,957
INCOME TAX EXPENSE (BENEFIT)                     70,050        48,500      215,800      181,600
                                             ----------    ----------   ----------   ----------
       Net income                            $  124,044    $   79,661   $  383,901   $  296,357
                                             ==========    ==========   ==========   ==========
BASIC:
       Earnings per share                    $     0.33    $     0.22   $     1.01   $     0.79
                                             ==========    ==========   ==========   ==========
       Weighted average common shares
             outstanding                        377,181       369,994      381,227      376,726
                                             ==========    ==========   ==========   ==========
DILUTED:
       Earnings per share                    $     0.32    $     0.22   $     0.98   $     0.76
                                             ==========    ==========   ==========   ==========
       Weighted average common shares
             outstanding                        389,850       385,350      392,941      391,169
                                             ==========    ==========   ==========   ==========
DIVIDENDS PER SHARE                          $     --      $     --     $     0.50   $     0.50
                                             ==========    ==========   ==========   ==========

</TABLE>

                                     Page 2
<PAGE>



                              GUTHRIE SAVINGS, INC.
                 Consolidated Statements of Comprehensive Income

<TABLE>
<CAPTION>

                                             Three Months Ended         Nine Months Ended      
                                                December 31,               December 31,
                                           -----------------------    -------------------------
                                              1997         1998           1997         1998
                                           ----------   ----------     ----------   -----------
                                           (Unaudited)  (Unaudited)    (Unaudited)  (Unaudited)  
                                                                                    
<S>                                         <C>          <C>            <C>          <C>     
Net income                                   $124,044     $ 79,661       $383,901     $296,357
                                             --------     --------       --------     --------
Other comprehensive income,                                                         
 net of tax:                                                                        
   Unrealized gains (losses on securities:                                          
      Unrealized holding gains (losses)                                             
        arising during period                  32,659       (4,502)        43,180        4,418
      Less:  reclassification adjustment                                            
        for gains included in net income         --           --             --           --
                                             --------     --------       --------     --------
                                                                                    
           Total other comprehensive                                                
               income                          32,659       (4,502)        43,180        4,418
                                             --------     --------       --------     --------
Comprehensive income                         $156,703     $ 75,159       $427,081     $300,775
                                             ========     ========       ========     ========
                                                                    
                                                              
</TABLE>


                                     Page 3

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

<TABLE>
<CAPTION>
                                                                     Nine Months Ended December 31,
                                                                     ------------------------------
                                                                        1997             1998
                                                                     ------------    ------------ 
                                                                      (unaudited)     (unaudited)

<S>                                                                 <C>             <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                       $    383,901    $    296,357
    Ajustments to reconcile net income to net
       cash provided by operating activities:
        Depreciation                                                       23,694          24,042
        FHLB Stock dividend                                               (36,000)        (38,200)
        Decrease (increase) in accrued interest receivable                 20,762          24,878
        Increase (decrease) in accrued and deferred
           income taxes                                                    33,096         (68,639)
        Increase (decrease) in accrued expenses                            36,028           6,469
        Origination of loans held-for-sale                               (289,950)     (2,479,850)
        Sale of loans held-for-sale                                       292,747       2,651,567
        Gain (loss) on sales of loans held-for-sale                         2,463          22,253
        Amortization of premiums and discounts
             on investments and loans                                       2,228          (3,266)
        Amortization of deferred gain on sale of real estate owned         (4,666)         (6,965)
        Provision for losses on loans and real estate owned                 2,708           6,709
        Amortization related to ESOP and MSBP                              23,182          31,914
        (Increase) decrease in other assets                                (9,757)        (22,779)
                                                                     ------------    ------------ 
NET CASH PROVIDED BY OPERATING ACTIVITIES                                 480,436         444,490
                                                                     ------------    ------------ 
CASH FLOWS FROM INVESTING ACTIVITIES
    Net loan (originations) and principal payments on loans
         held for investment                                           (1,568,800)        884,030
    Principal repayments on mortgage-backed securities
         held to maturity                                               1,980,837       2,166,920
    Acquisition of mortgage-backed investment securities
         held to maturity                                                    --        (2,118,912)
    Acquisition of held to maturity investment securities                (500,000)       (300,000)
    Maturity of held to maturity investment securities                  3,800,000       3,400,000
    Acquisition of fixed assets                                            (2,052)       (176,953)
    Proceeds from sale of real estate acquired in settlement
         of loans                                                            --             8,652
                                                                     ------------    ------------ 
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                        3,709,985       3,863,737
                                                                     ------------    ------------ 
CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase (decrease) in deposits                                   673,273         204,497
    Net increase (decrease) in escrow accounts                            (28,043)        (30,917)
    Proceeds from FHLB advance                                          8,300,000            --
    Repayments of FHLB advance                                        (10,804,000)     (2,196,000)
    Cash Dividend Paid                                                   (208,730)       (201,127)
    Purchase of treasury stock                                           (563,525)       (302,844)
                                                                     ------------    ------------ 
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                     $ (2,631,025)   $ (2,526,391)
                                                                     ------------    ------------ 


</TABLE>

                                     Page 4
<PAGE>



                Consolidated Statements of Cash Flow (Continued)

<TABLE>
<CAPTION>
<S>                                                   <C>          <C>       
NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                        $1,559,396   $1,781,836
BEGINNING CASH AND CASH EQUIVALENTS                    $  522,829   $3,307,419
                                                       ----------   ----------

ENDING CASH AND CASH EQUIVALENTS                       $2,082,225   $5,089,255
                                                       ==========   ==========

SUPPLEMENTAL DISCLOSURES
    Cash paid for:
        Interest on deposits and advances              $1,417,814   $1,348,415
        Income taxes                                   $  182,703   $  293,788
        Transfers from loans to real estate acquired
              through foreclosure                      $   10,500   $     --





</TABLE>


                                     Page 5
<PAGE>




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



1.       Basis of Presentation

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

         The results of operation  for the nine month period ended  December 31,
         1998  are  not  necessarily  indicative  of the  results  which  may be
         expected for the year ending March 31, 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 6
<PAGE>




3.       Investment Securities

         A summary of the Bank's investment  securities as of March 31, 1998 and
December 31, 1998 is as follows:

<TABLE>
<CAPTION>
                                               Carrying Value              Market Value
                                               --------------              ------------
                                           March 31,        December 31,   December 31,
                                             1998             1998            1998
                                        --------------   --------------   --------------  
<S>                                    <C>              <C>              <C>             
Held-to-maturity:
   Bonds, notes and debentures:
      Government Agency Securities      $ 3,900,000.00   $   800,000.00   $   804,163.00  
                                        --------------   --------------   --------------  
Total held-to-maturity                  $ 3,900,000.00   $   800,000.00   $   804,163.00
                                        ==============   ==============   ==============
                                                                            
Available-for-sale:                                                         
   Debt securities:                                                         
       Government Agency Securities     $ 1,500,000.00   $ 1,500,000.00   $ 1,501,573.00
       Net unrealized gain (loss)            (5,549.00)        1,573.00          --
                                        --------------   --------------   --------------  
                                        $ 1,494,451.00   $ 1,501,573.00   $ 1,501,573.00
                                        ==============   ==============   ==============
                                                                            
Equity securities:                                                          
    Stock in Federal Home Loan Bank     $   680,300.00   $   718,500.00   $   718,500.00
                                        --------------   --------------   --------------
                                        $   680,300.00   $   718,500.00   $   718,500.00
                                        --------------   --------------   --------------
                                                                            
Total available-for-sale                $ 2,174,751.00   $ 2,220,073.00   $ 2,220,073.00
                                        ==============   ==============   ==============
                                                                           
</TABLE>

4.       Mortgage-Backed Securities
         All  of  the  Bank's  mortgage-backed   securities  are  classified  as
         held-to-maturity. A summary of the Bank's mortgage-backed securities as
         of March 31, 1998 and December 31, 1998 is as follows:

<TABLE>
<CAPTION>
                                                       Carrying Value            Market Value
                                                       --------------            ------------
                                                   March 31,     December 31,    December 31,
                                                     1998            1998            1998
                                                ------------    ------------    ------------
<S>                                            <C>             <C>             <C>         
Mortgage-Backed Securities(Held-to-Maturity):
   GNMA-ARM's                                   $  2,875,329    $  2,283,664    $  2,339,328
   FNMA-ARM's                                      1,302,822       1,633,784       1,662,085
   FHLMC-ARM's                                     1,216,788       1,060,216       1,055,909
   FHLMC-fixed rate                                1,257,818         956,041         976,777
   GNMA-fixed rate                                   310,058         172,038         180,569
   FNMA-fixed rate                                   551,302       1,826,062       1,853,025
   Collateralized mortgage obligation
      -Government Agency                           4,989,740       4,493,826       4,556,468
                                                ------------    ------------    ------------
                                                  12,503,857      12,425,631      12,624,161
   Unamortized premiums                              119,158         126,019
   Unearned discounts                                 (7,853)         (6,063)           --
                                                ------------    ------------    ------------
Total Mortgage-Backed Securities
   (Held-to-Maturity)                           $ 12,615,162    $ 12,545,587    $ 12,624,161
                                                ============    ============    ============

</TABLE>

                                     Page 7
<PAGE>

5.       Loans Receivable, Net

         A summary of the Bank's loans receivable at March 31, 1998 and December
31, 1998 is as follows:

<TABLE>
<CAPTION>

                                                 March 31,     December 31,
                                                   1998            1998
                                              ------------    ------------
<S>                                          <C>             <C>         
Mortgage loans:
   Secured by one to four family residences   $ 18,758,433    $ 17,925,443
   Secured by other properties                   1,763,895       1,761,324
   Construction loans                            2,097,800       2,230,200
   Other                                           727,864       1,121,684
                                              ------------    ------------
                                                23,347,992      23,038,651
Less:
   Unearned discounts and loan fees                (72,674)        (60,435)
   Undisbursed loan proceeds                    (1,092,005)     (1,765,412)
   Allowance for loan losses                      (273,254)       (276,657)
                                              ------------    ------------
       Total mortgage loans                     21,910,059      20,936,147
                                              ------------    ------------
Consumer and other loans:
   Loans on deposits                               560,014         348,602
   Home equity and second mortgage               1,267,008       1,243,812
   Other                                         1,923,108       2,036,257
                                              ------------    ------------
                                                 3,750,130       3,628,671
Less:
   Undisbursed loan proceeds                        (6,770)           --
   Allowance for loan losses                       (79,982)        (72,567)
                                              ------------    ------------
       Total consumer and other loans            3,663,378       3,556,104
                                              ------------    ------------
Net Loans Receivable                          $ 25,573,437    $ 24,492,251
                                              ============    ============
</TABLE>


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


<TABLE>
<CAPTION>
                          Three Months Ended       Nine Months Ended
                             December 31,             December 31,
                        ----------------------    ----------------------
                           1997         1998         1997         1998
                        ---------    ---------    ---------    ---------
<S>                    <C>          <C>          <C>          <C>      
Balance, beginning      $ 367,717    $ 348,605    $ 376,692    $ 353,236
Provision charged
    to operations           1,395        2,445        2,708        6,709
Loans charged off,
    net of recoveries     (10,585)      (1,826)     (20,873)     (10,721)
                        ---------    ---------    ---------    ---------
                        $ 358,527    $ 349,224    $ 358,527    $ 349,224
                        =========    =========    =========    =========
</TABLE>

                                     Page 8
<PAGE>



6.       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 December 31, 1998, the Bank had outstanding commitments to fund real
         estate  loans of $48,000.  This  commitment  was to fund one fixed rate
         loan at 7.75%.

8.       Earnings Per Share

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

9.       Comprehensive income


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

                                     Page 9
<PAGE>



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


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

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

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


General:

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

         Apart from the  operations  of the Bank,  the Company did not engage in
any significant  operations during the quarter ended December 31, 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 10
<PAGE>


Results of  Operations:  Comparison of the three months ended  December 31, 1997
and 1998 and the nine months ended December 31, 1997 and 1998.


         Net income  decreased  $44,383 or 35.78%  from  $124,044  for the three
months ended  December  31, 1997 to $79,661 for the three months ended  December
31, 1998. This decrease was due to a combination of factors that include, called
investments,  increased  occupancy  expenses,  and an increase in data  expenses
attributable to Year 2000 costs.

         Net income  decreased  $87,544  or 22.80%  from  $383,901  for the nine
months ended  December  31, 1997 to $296,357 for the nine months ended  December
31, 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 December 31, 1998  decreased  $6,239 or 1.43% compared to the three
months ended  December 31, 1997,  from  $436,158 to $429,919.  This decrease was
mainly  due to a decrease  in  interest  on  investment  securities  offset by a
decrease in interest on borrowed money and a slight  decrease in interest income
on  loans.  Interest  income  on  investments  and  mortgage-backed   securities
decreased  $32,081 or 9.59% 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 $16,036.  Borrowings  were paid down as  securities
matured or were called.  Interest income on loans decreased  $2,180 or 0.39% for
the quarter ended  December 31, 1998 compared to the quarter ended December 1997
due to an increase in loan pay-off.

         Net interest income before  provision for losses on loans, for the nine
months ended  December 31, 1998  compared to the nine months ended  December 31,
1997,  decreased  $6,900 or 0.52%.  Interest  income for the nine  months  ended
December 31, 1998 compared to the nine months ended  December 31, 1997 decreased
$88,643 or 3.22%.  This  decrease was due to a decrease in  investment  interest
income,  due to matured  and called  securities,  off set by an increase in loan
interest income. Investment interest income decreased $152,377 while interest on
loans increased $63,734.  The other  contributing  factor to the decrease in net
interest income for the nine-month period is the decrease in interest expense on
borrowed money of $76,777. This decrease is attributable to borrowed money being
repaid as  investment  securities  matured or paid off.  There was a decrease in
interest on deposits of $4,966;  this  decrease was due to a decrease in deposit
interest rates.

         Provision  for loan losses  increased  from $1,395 for the three months
ended  December 31, 1997 to $2,445 for the three months ended December 31, 1998.
This  increase was based on  management's  evaluation  of the allowance for loan
losses.

         The provision  for losses on loans  increased for the nine months ended
December  31, 1998 by $4,001 or 147.75%  from  $2,708 for the nine months  ended
December  31, 1997 to $6,709 for the nine months ended  December 31, 1998.  This
increase was based on  management's  evaluation of the adequacy of the allowance
for loan losses.

         Non-interest  income  increased  $1,725 or 3.33% from  $51,739  for the
three  months  ended  December  31, 1997 to $53,464 for the three  months  ended
December 31, 1998. This increase was due to an increase in gain from real estate
operations offset by a decrease in service charges and late fees. Gain from real
estate  operations  was up  $6,574  from  $(2,222)  for the three  months  ended
December 31, 1997 to $4,352 for the three months ended  December 31, 1998.  This
increase was  attributable  to increased  amortization  of deferred gain on real
estate sales because of a loan pay-off.  Service charges and late fees decreased
$5,017 for the three-month period.

         Non-interest  income for the nine-month  period ended December 31, 1998
was down $11,406 or 7.02% from  $162,537 for the nine months ended  December 31,
1997 to $151,131 for the nine months ended December 31, 1998.  This decrease was
due to a decrease  in service  charges  and late fees of $7,750  during the nine
months ended  December 31, 1998  compared to the nine months ended  December 31,
1997.  There was an increase in gain from real estate  operations  of $3,297 for
the nine-month period. Again this increase was due to the increased amortization
of deferred gain on real estate sales due to early loan payoff. Other income for
the nine months  ended  December  31, 1997  compared  to the  nine-months  ended
December  31, 1998  decreased  $6,953.  This was the result of refunds on credit
life  insurance  due to early  pay-off of consumer  loans during the  nine-month
period  ended  December  31,  1998.  Also  attributable  was the interest on the
Internal  Revenue  


                                    Page 11
<PAGE>

Service refund for the nine-month period ended December 31, 1997.

         Non-interest  expense increased $60,369 or 20.65% from $292,408 for the
three  months  ended  December  31, 1997 to $352,777  for the three months ended
December 31, 1998. One contributing  reason for this increase is data processing
fees of $12,683  due to new  equipment  support  charges  from the data  center.
Compensation  and  related  expense  are up $4,565,  due to  increased  costs of
medical  insurance,  ESOP  related  expenses,  and employee  training  expenses.
Professional  fees for the three months ended  December 31, 1998 compared to the
three  months ended  December 31, 1997  increased  $4,609.  Other  expense is up
$19,999 or 38.40% due to Year 2000  expenses.  Occupancy  expense also increased
$18,226 for the three-month  period ended December 31, 1998 compared to December
31, 1997 from $37,784 to $19,558.  The  increase in occupancy  expense is due to
increased new equipment depreciation and remodeling expenses.

         Non-interest  expense  for the nine  months  ended  December  31,  1998
compared to the nine months ended December 31, 1997 increased  $99,437 or 11.10%
from $895,617 to $995,054.  This increase is mainly attributed to an increase in
professional fees of $28,415 or 34.71%. The increase in professional fees is due
to consultations  dealing with Oklahoma Tax Commission audit and a business plan
analysis.  Again other  expense is up $16,003 or 9.29%,  due to Year 2000 costs.
Compensation  and related  expenses  are up $14,840 for the  nine-month  period;
reasons  are  the  same  as for  the  related  three-month  period  above.  Data
processing costs are up $16,697 again due to the increased new equipment support
charges.

         Income tax  decreased  $21,550  or 30.76%  from  $70,050  for the three
months ended  December  31, 1997 to $48,500 for the three months ended  December
31,  1998,  due to lower  pre-tax  income.  Income tax for the nine months ended
December 31, 1997 compared to the nine months ended  December 31, 1998 decreased
$34,200 or 15.85% again 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  disseminated  about the global
computer crash that may occur in the year 2000. Many computer  programs that can
only distinguish the final two digits of the year entered (a common  programming
practice in earlier years) are expected to read entries for the year 2000 as the
year 1900 and compute payment, interest or delinquency.  Rapid and accurate data
processing  is essential to the operation of the Bank.  Data  processing is also
essential to most other financial institutions and many other companies.

         The most  significant  data  processing  applications  of the Bank that
could be affected by this problem are provided by a third party service  bureau.
The Bank has  developed a plan to  evaluate  and test  critical  systems as they
relate  to the year 2000  issues  and the  Bank's  service  center.  The Bank is
evaluating  their  internal  data  processing  applications  and has updated all
computer  terminals and installed a network  system.  The Bank has estimated the
cost of addressing the Year 2000 issue to be approximately $100,000,  consisting
of $60,000 for new bank computer  equipment,  $30,000 relating to service bureau
fees and  approximately  $10,000 for various other training and consulting fees.
As of December  31, 1998 the Bank has  expended  $37,000 for  upgraded  computer
equipment.  This  expenditure is all capitalized and will be depreciated  over a
three period.  Data processing costs and conversion costs of $22,730  associated
with Year 2000  expenses have been expensed as 

                                    Page 12
<PAGE>

of December 31, 1998 and $600 per month of data  processing  costs will continue
through the end of 1999.  Expenses  relating to training costs for the Year 2000
have been  $3,500 as of  December  31,  1998.  The bank's  data  service  center
currently has started external and internal testing of modifications to critical
systems.  This testing includes testing of interfaces  between the Bank computer
network,  installed in October 1998, and the data service  center.  We have also
been  evaluating our  non-information  technology  systems (e.g.,  vault timers,
electronic door lock and heating, ventilation and air conditioning controls). We
have  examined  all of our  non-information  technology  systems and have either
received  certifications of year 2000 compliance for systems controlled by third
party  providers or  determined  that the systems  should not be impacted by the
year 2000.  We expect to further  test the systems we control and receive  third
party  certification,  where  appropriate,  that they will  function.  We do not
expect any material costs to address our non-information  technology systems and
have not had any material costs to date. We have determined that the information
technology  systems (computer  systems) we use have substantially more year 2000
risk than the non-information technology systems we use.

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

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


 Liquidity and Capital Resources:


         The Bank is required under applicable  federal  regulations to maintain
specified  levels  of  "liquid"   investments  in  qualifying  types  of  U.  S.
Government, federal agency and other investments having maturities of five years
or less. Current Office of Thrift Supervision  ("OTS")  regulations require that
the bank maintain liquid assets of not less than 4% of its average daily balance
of net withdrawable deposit accounts and borrowings payable in one year or less.
The Bank is in  compliance  with all  liquidity  ratios as of December 31, 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 December
31, 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  $3,000,000  in
adjustable rate advances at the Federal Home Loan Bank of Topeka  outstanding at
December 31, 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 December 31, 1998 cash and cash
equivalents  were  $5,089,255 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 13
<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  December  31,  1998  the  Bank's  capital
requirements and actual capital under the OTS regulations are as follows:

                                       Amount              Percent
                                    (thousands)           of Assets
                                    -----------           ---------
         Tangible capital:                                              
              Actual                    6,749               14.65%
              Required                    921                2.00%
                                        -----               ----- 
              Excess                    5,828               12.65%
                                        =====               ===== 
                                                        
         Core capital:                                  
              Actual                    6,749               14.65%
              Required                  1,842                4.00%
                                        -----               ----- 
              Excess                    4,907               10.65%
                                        =====               ===== 
                                                        
         Risk-based capital:                            
              Actual                    6,986               33.48%
              Required                  1,669                8.00%
                                        -----               ----- 
              Excess                    5,317               25.48%
                                        =====               ===== 



                                    Page 14

<PAGE>
                            





                              GUTHRIE SAVINGS, INC.
                           Part II - Other Information


<TABLE>
<CAPTION>

<S>     <C>
Item 1.  Legal Proceedings
           Not applicable

Item 2.  Changes in Securities
           Not applicable

Item 3.  Defaults upon Senior Securities
           Not applicable

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


Item 5.  Other Information
           Not  applicable.

Item 6.   (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
              Not applicable

</TABLE>







                                       15


<PAGE>



SIGNATURES



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


                                   GUTHRIE SAVINGS, INC.



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


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




                                       16