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

                                   FORM 10-QSB

      (Mark One)
[  X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended June 30, 1997

                                      OR

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

                         Commission File Number 0-24468

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

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

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

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

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

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

                               Yes [ X ] No [ ]

The number of  shares  outstanding  of each of the  issuer's  classes  of common
 stock, as of August 1, 1997:
            $.01 par value common stock          416,839 shares
                       (Class)                        (Outstanding)





<PAGE>



                              GUTHRIE SAVINGS, INC.


                                      INDEX


                                                                   Page Number

PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements

        Statements of Financial Condition as of March 31, 1997 and
        June 30, 1997  (unaudited)                                       1
        Statements of Income for the Three Months Ended
        June 30, 1996 and 1997 (unaudited)                               2
        Statement of Cash Flows for the Three Months
        Ended June 30, 1996 and 1997 (unaudited)                       3-4
        Notes to Financial Statements                                  5-8

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                       9-12    
PART II - OTHER INFORMATION
 
   Item 1.  Legal Proceedings                                           13

   Item 2.  Changes in Securities                                       13

   Item 3.  Defaults in Senior Securities                               13

   Item 4.  Submission of matters to a vote of security holders         13

   Item 5.  Other Information                                           13

   Item 6(a)Exhibits                                                    13

   Item 6(bReports on Form 8-K                                          13

SIGNATURES                                                              14


<PAGE>

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

                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
                                                                                                       June 30,
                                                                                        March 31,        1997
           ASSETS                                                                         1997        (unaudited)
                                                                                      ------------    ------------
Cash and cash equivalents
<S>                                                                                   <C>             <C>         
   Interest bearing                                                                   $    311,624    $    296,301
   Non-interest bearing                                                                    211,205         367,905
Held-to-maturity investment securities                                                   8,700,000       8,700,000
Available-for-sale investment securities                                                 2,061,727       2,080,920
Mortgage-backed securities held to maturity                                             13,273,398      13,011,700
Loans receivable, net                                                                   23,461,257      24,470,724
Accrued income receivable                                                                  330,277         356,774
Real estate owned and other
  repossessed property, net                                                                      0               0
Office properties and equipment, net                                                       598,633         592,787
Prepaid expenses and other assets                                                           99,135         107,951
                                                                                      ------------    ------------

                                                                                      $ 49,047,256    $ 49,985,062
                                                                                      ============    ============
           LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
   Deposits                                                                           $ 34,293,278    $ 34,458,819
   FHLB line of credit and advances                                                      6,700,000       7,800,000
   Advances from borrowers for taxes and insurance                                          32,830          70,333
   Deferred income                                                                          57,956          54,759
   Accrued expenses and other liabilities                                                   60,805          61,725
   Income taxes
     Deferred                                                                               79,531          79,871
     Current                                                                                17,816          79,963
                                                                                      ------------    ------------
                                                                                        41,242,216      42,605,470
                                                                                      ------------    ------------
Stockholders' Equity
   Preferred stock, $.01 par value; 1,000,000
     shares authorized, no shares outstanding                                                    0               0
   Common stock, $.01 par value; 3,000,000 shares
     authorized; 515,125 shares issued and outstanding                                       5,151           5,151
   Additional paid-in capital                                                            4,779,668       4,779,668
   Retained income (substantially restricted)                                            4,392,507       4,523,024
   Treasury Stock, at cost (64,766 shares at March 31,1997
     and 98,286 shares at June 30, 1997)                                                  (881,996)     (1,456,025)
     Unamortized stock acquired by Employee Stock Ownership Plan                          (309,075)       (309,075)
   Unamortized stock acquired by Management Stock Bonus Plan                              (134,836)       (124,723)
     Net unrealized gain (loss) on available-for-sale securities                           (46,379)        (38,428)
                                                                                      ------------    ------------
           Total Stockholders' Equity                                                    7,805,040       7,379,592
                                                                                      ------------    ------------

                                                                                      $ 49,047,256    $ 49,985,062
                                                                                      ============    ============
</TABLE>



                                     Page 1

<PAGE>

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


                                               Three Months ended
                                                    June 30,
                                             -----------------------
                                                1996        1997
                                             ----------- -----------
                                             (Unaudited) (Unaudited)
INTEREST INCOME
<S>                                            <C>        <C>     
   Interest on loans                           $519,997   $533,632
   Interest and dividends
     on investment securities                   205,039    182,835
   Interest on mortgage-
     backed securities                          155,469    216,640
                                               --------   --------
           Total interest income                880,505    933,107
                                               --------   --------
INTEREST EXPENSE
   Deposits                                     394,141    378,382
   Borrowed money                                38,422    102,986
                                               --------   --------
           Total interest expense               432,563    481,368
                                               --------   --------

           Net interest income                  447,942    451,739
PROVISION FOR LOSSES
 ON LOANS                                           485        874
                                               --------   --------

           Net interest income
             after provision for loan losses    447,457    450,865
                                               --------   --------

NON-INTEREST INCOME
   Service charges and late fees                 44,413     44,468
   Other income                                   6,993      6,841
     Gain (loss) from real estate operations      1,301      3,196
                                               --------   --------
                                                 52,707     54,505

NON-INTEREST EXPENSE
   Compensation and related expenses            148,262    150,717
   Occupancy expense                             11,367     12,743
   Professional fees                             28,380     24,619
   Federal insurance premium                     20,882      5,437
     Data processing                             22,933     23,537
   Bank charges                                  15,097     13,592
   Other expense                                 49,032     64,358
                                               --------   --------
                                                295,953    295,003
           Income before income taxes           204,211    210,367
INCOME TAX EXPENSE                               72,000     79,850
                                               --------   --------

           Net income                          $132,211   $130,517
                                               ========   ========

PRIMARY:
   Earning per share                           $    .30   $    .32
                                               ========   ========
   Weighted average common shares
         outstanding                            445,483    409,565
                                               ========   ========
FULLY DILUTED:
   Earnings per share                          $    .30   $    .32
                                               ========   ========
   Weighted average common shares
         outstanding                            446,184    410,458
                                               ========   ========
DIVIDENDS PER SHARE                            $   --     $   --
                                               ========   ========
</TABLE>

                                     Page 2

<PAGE>

                              GUTHRIE SAVINGS, INC.
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                 Three Months Ended June 30,
                                                                           --------------------------------------
                                                                                1996                     1997
                                                                           -------------             ------------
                                                                            (Unaudited)                (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                        <C>                       <C>         
   Net income                                                              $     132,211             $    130,517
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                                               9,024                    7,898
      FHLB Stock dividend                                                         (9,900)                 (10,900)
        Decrease (increase) in accrued interest receivable                       (10,937)                 (26,497)
      Increase (decrease) in accrued and deferred
           income taxes                                                           72,000                   62,145
      Increase (decrease) in accrued expenses                                    (10,104)                     920
      Amortization of premiums and discounts
          on investments and loans                                                 2,779                      271
      Amortization of deferred gain on sale of real estate owned                  (1,366)                  (3,197)
        Provision for losses on loans and real estate owned                          485                      874
        Amortization related to ESOP and MSBP                                     10,113                   10,113
        (Increase) decrease in other assets                                      (17,093)                  (8,816)
                                                                           -------------             ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                        177,212                  163,328
                                                                           -------------             ------------
                                                                            

CASH FLOWS FROM INVESTING ACTIVITIES
   Net loan (originations) and principal payments
     on loans held for investment                                               (233,066)              (1,004,909)
   Principal repayments on mortgage-backed securities-
     held to maturity                                                            375,509                  256,869
     Acquisition of mortgage-backed investment securities-
     held to maturity                                                         (1,978,539)                       0
     Acquisition of held to maturity investment securities                      (500,000)                       0
     Maturity of held to maturity investment securities                          750,000                        0
     Acquisition of fixed assets                                                  (2,729)                  (2,052)
                                                                           -------------             ------------

NET CASH PROVIDED (USED)
  BY INVESTING ACTIVITIES                                                     (1,588,825)                (750,092)
                                                                           -------------             ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in deposits                                          (719,276)                 164,667
   Net increase (decrease) in escrow accounts                                     19,689                   37,503
   Proceeds from FHLB advance                                                  3,700,000                3,300,000
     Repayments of FHLB advance                                               (1,500,000)              (2,200,000)
   Cash dividend paid                                                           (222,740)                       0
     Purchase of treasury stock                                                 (330,318)                (574,029)
                                                                           -------------             ------------
NET CASH PROVIDED (USED)
  BY FINANCING ACTIVITIES                                                  $     947,355             $    728,141
                                                                           -------------             ------------
</TABLE>

                                     Page 3

<PAGE>





                Consolidated Statements of Cash Flow (Continued)

<TABLE>
<CAPTION>


NET INCREASE (DECREASE) IN CASH
<S>                                       <C>                  <C>           
  AND CASH EQUIVALENTS                    $      (464,258)     $      141,377
BEGINNING CASH AND CASH EQUIVALENTS             1,402,109             522,829
                                          ---------------      --------------

ENDING CASH AND CASH EQUIVALENTS          $       937,851      $      664,206
                                          ===============      ==============

SUPPLEMENTAL DISCLOSURES Cash paid for:
      Interest on deposits and advances   $       386,534      $      477,949
      Income taxes                                      0              17,703


</TABLE>







                                     Page 4

<PAGE>


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



1.    Basis of Presentation

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

      The results of  operation  for the three month  period ended June 30, 1997
      are not  necessarily  indicative  of the results which may be expected for
      the year ending March 31, 1998.

2.    Mutual - To - Stock Conversion

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

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

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



                                     Page 5

<PAGE>




3.    Investment Securities


      A summary of the Bank's  investment  securities  as of March 31,  1997 and
      June 30, 1997 is as follows:

<TABLE>
<CAPTION>
                                          Carrying Value     
                                   --------------------------    Market Value
                                     March 31,      June 30,       June 30,
                                       1997           1997           1997
                                   -----------    -----------    -----------
Held-to-maturity:
  Bonds, notes and debentures:
<S>                                <C>            <C>            <C>        
    Government Agency Securities   $ 8,700,000    $ 8,700,000    $ 8,622,782
                                   -----------    -----------    -----------
     Total held-to-maturity        $ 8,700,000    $ 8,700,000    $ 8,622,782
                                   ===========    ===========    ===========

Available-for-sale:
  Debt securities:
    Government Agency Securities   $ 1,500,000    $ 1,500,000    $ 1,438,020
    Net unrealized loss                (70,273)       (61,980)             0
                                   -----------    -----------    -----------
                                     1,429,727      1,438,020      1,438,020
                                   -----------    -----------    -----------
  Equity securities:
    Stock in Federal Home Loan
     Bank                              632,000        642,900        642,900
                                   -----------    -----------    -----------
                                       632,000        642,900        642,900
                                   -----------    -----------    -----------

     Total available-for-sale      $ 2,061,727    $ 2,080,920    $ 2,080,920
                                   ===========    ===========    ===========
</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, 1997 and June 30, 1997 is as follows:

<TABLE>
<CAPTION>
                                                         Carrying Value         
                                                 -----------------------------   Market Value
                                                     March 31,      June 30,       June 30,
                                                       1997           1997           1997
                                                 -------------- --------------  ---------------
Mortgage-Backed Securities (Held-to-Maturity):
<S>                                              <C>            <C>             <C>          
  GNMA-ARM's                                     $  3,114,748   $   2,987,595   $   3,048,775
  FNMA-ARM's                                          825,458         801,304         794,160
  FHLMC-ARM's                                       1,376,203       1,338,476       1,336,802
  FHLMC-fixed rate                                  1,380,450       1,356,155       1,350,152
  GNMA-fixed rate                                     388,642         370,774         383,217
  FNMA-fixed rate                                     684,623         667,097         651,040
      Collateralized mortgage obligation
        -Govt. Agency                               5,383,306       5,375,159       5,425,964
                                                 ------------   -------------   -------------
                                                   13,153,430      12,896,560      12,990,110
  Unamortized premiums                                127,799         123,790
  Unearned discounts                                   (7,831)         (8,650)
                                                 ------------   -------------   -------------
      Total Mortgage-Backed Securities
        (Held-to-Maturity)                       $ 13,273,398   $  13,011,700   $  12,990,110
                                                 ============   =============   =============

</TABLE>

                                     Page 6

<PAGE>


5.    Loan Receivable, Net

      A summary of the Bank's  loans  receivable  at March 31, 1997 and June 30,
1997 is as follows:

<TABLE>
<CAPTION>

                                               March 31,        June 30,
                                                 1997             1997
                                             ------------    ------------
Mortgage loans:
<S>                                          <C>             <C>         
  Secured by one to four family residences   $ 17,273,266    $ 18,263,600
  Secured by other properties                   1,958,081       1,907,058
  Construction loans                            1,790,945       1,595,600
  Other                                           579,276         544,804
                                             ------------    ------------
                                               21,601,568      22,311,062

Less:
  Unearned discounts and loan fees                (72,996)        (72,533)
  Undisbursed loan proceeds                      (641,971)       (668,257)
  Allowance for loan losses                      (282,444)       (282,444)
                                             ------------    ------------
       Total mortgage loans                    20,604,157      21,287,828
                                             ------------    ------------

Consumer and other loans:
  Loans on deposits                               403,099         433,921
  Home equity and second mortgage               1,222,531       1,194,777
  Other                                         1,325,718       1,646,853
                                             ------------    ------------
                                                2,951,348       3,275,551
Less:
  Allowances for loan losses                      (94,248)        (92,655)
                                             ------------    ------------

           Total consumer and other loans       2,857,100       3,182,896

Net Loans Receivable                         $ 23,461,257    $ 24,470,724
                                             ============    ============
</TABLE>


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

<TABLE>
<CAPTION>
                               Three Months Ended
                                     June 30,
                             ----------------------
                                1996         1997
                             ---------    ---------
<S>                          <C>          <C>      
Balance, beginning           $ 391,189    $ 376,692
Provision charged
  to operations                    485          874
Loans charged off,
  net of recoveries             (6,072)      (2,467)
                             ---------    ---------

                             $ 385,602    $ 375,099
                             =========    =========
</TABLE>



                                     Page 7

<PAGE>




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

      As of June 30,  1997 and March 31,  1997 the  Company  has no real  estate
      owned or other repossessed property.


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

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

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

      At June 30, 1997, the Bank had outstanding commitments to fund real estate
      loans of $243,880.  The $243,880 in commitments is for 4 loans,   $210,000
      to fund a fixed  rate  construction  loan (rate to be set at  closing)  in
      October of 1997,  the  balance of  $33,880  is made up of  commitments  to
      modify three existing  mortgage loans.  All three will be fixed rate loans
      with two at 7.75% ($17,380) and one loan at 7.50% ($16,500).

8.    Earnings Per Share

      Earnings  per share for the three  months ended June 30, 1996 and June 30,
      1997,  was computed by dividing net income by the weighted  average number
      of common shares  outstanding,  which is adjusted for  unallocated  shares
      acquired by the Employee Stock Ownership Plan, Treasury Stock repurchased,
      and other common stock equivalents.




                                     Page 8

<PAGE>



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


General:

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

      Apart from the  operations of the Bank,  the Company did not engage in any
significant  operations  during the  quarter  ended June 30,  1997.  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 June 30, 1996 and
1997.


      Net income for the three months ended June 30, 1996  compared to the three
months  ended June 30,  1997 was fairly  stable  showing a decrease of $1,694 or
1.28%.

      Net interest  income before  provision for losses on loans,  for the three
months  ended June 30,  1997  increased  $3,797 or 0.85%  compared  to the three
months ended June 30, 1996, from $447,942 to $451,739.  This increase was mainly
due to decreased costs of deposits and matching  spreads on new investments with
additional  borrowings.  These  spreads were matched with similar base rates and
maturity  dates to insure that the spread on the earnings and cost were in place
for the term of the securities.  Interest expense on deposits  decreased $15,759
or 4.00%, due to the lowering of passbook and Demand Deposit Account rates. This
decrease in interest  was offset by an increase in interest  expense on borrowed
money of $64,564.  Components of total  interest  income  changed due to related
changes in the balance sheet structure. Interest income increased $52,602 due to
funding new loans and new purchases of mortgage backed securities.

      Provision for loan losses  increased  from $485 for the three months ended
June 30, 1996 to $874 for the three months ended June 30,  1997.  This  increase
was based on  management's  evaluation of the adequacy of the allowance for loan
losses.

      Non-interest  income  increased $1,798 or 3.41% from $52,707 for the three
months  ended June 30, 1996 to $54,505 for the three months ended June 30, 1997.
This increase was primarily due to amortization of the deferred gain on sales of
real owned  property,  due to a loan pay off in the three  months ended June 30,
1997.

      Non-interest  expense  decreased $950 or 0.32% from $295,953 for the three
months ended June 30, 1996 to $295,003 for the three months ended June 30, 1997.
This nominal  decrease in  non-interest  expense for the three months ended June
30, 1997 was the combination of a decrease in SAIF insurance premiums off set by
an  increase  in other  expenses.  The SAIF  insurance  assessment  was  reduced
beginning  January 1, 1997 to  approximately  6.4 basis points of deposits on an
annual basis from the previous level of 23 basis points.




                                     Page 10

<PAGE>




Liquidity and Capital Resources:


      The Bank is required  under  applicable  federal  regulations  to maintain
specified  levels  of  "liquid"   investments  in  qualifying  types  of  U.  S.
Government, federal agency and other investments having maturities of five years
or less. Current Office of Thrift Supervision  ("OTS")  regulations require that
the bank maintain liquid assets of not less than 5% of its average daily balance
of net withdrawable deposit accounts and borrowings payable in one year or less.
Guthrie's  liquidity ratio was 21.23% at June 30, 1997.  Management  manages its
liquidity ratio to meet its funding needs for deposit  outflows,  loan principal
disbursements,  operating expenses, and disbursements of payments collected from
borrowers for taxes and insurance.  The Bank also manages its liquidity ratio to
meet its asset/liability management objectives.

      The  Bank's  primary  sources  of funds  are  deposits,  amortization  and
prepayment  of loans and  mortgage-backed  securities,  maturities of investment
securities  and funds  provided by  operations.  In addition the Bank may borrow
funds from time to time from the Federal  Home Loan Bank of Topeka.  At June 30,
1997 the Bank had  $1,800,000  borrowed  on its line of credit  from the Federal
Home Loan Bank. The available line of credit currently is set at $2,500,000 with
an  adjustable  interest  rate.  The Bank draws against the line to meet current
liquidity needs. Besides the line of credit the Bank has a fixed rate advance of
$2,000,000 and  $4,000,000 in adjustable  rate advances at the Federal Home Loan
Bank of Topeka outstanding at June 30, 1997.

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

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

      The Bank invests its excess funds in overnight  deposits  with the Federal
Home Loan Bank of Topeka,  which  generally  provides  liquidity to meet lending
requirements and savings withdrawal funding requirements.  When warranted,  cash
in excess of immediate  funding needs is invested into  longer-term  investments
and  mortgage-backed  securities  which  typically  earn  a  higher  yield  than
overnight  deposits,  some of which may also qualify as liquid investments under
current  OTS  regulations.  At June 30,  1997  cash and  cash  equivalents  were
$664,206 up from $522,829 at March

                                     Page 11

<PAGE>



31, 1997.

      The Bank is required to maintain  specified amounts of capital pursuant to
the  Financial  Institutions  Reform,  Recovery  and  Enforcement  Act  of  1989
("FIRREA") and regulations promulgated by OTS thereunder.  The capital standards
generally  require the  maintenance of regulatory  capital  sufficient to meet a
tangible  capital  requirement,  a core  capital  requirement,  and a risk-based
capital  requirement.  These standards  require  financial  institutions to have
minimum  regulatory  capital  equal to 1.5% of  tangible  assets;  minimum  core
capital equal to 3.0% of adjusted tangible assets;  and risk-based capital equal
to 8.0% of risk-based  assets. At June 30, 1997 the Bank's capital  requirements
and actual capital under the OTS regulations are as follows:

<TABLE>
<CAPTION>


                      Amount     Percent
                   (thousands)  of Assets
                   -----------  ---------
Tangible capital:
<S>                   <C>         <C>   
   Actual             $6,743      13.48%
   Required              750       1.50%
                      ------      -----
   Excess             $5,993      11.98%
                      ======      =====

Core capital:
   Actual             $6,743      13.48%
   Required            1,501       3.00%
                      ------      -----
   Excess             $5,242      10.48%
                      ======      =====

Risk-based capital:
   Actual             $7,004      33.61%
   Required            1,667       8.00%
                      ------      -----
   Excess             $5,337      25.61%
                      ======      =====

</TABLE>




                                     Page 12

<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
         At the annual  meeting held July 22,  1997,  the  following  items were
         submitted to a vote of stockholders:

         1. William L. Cunningham and A.R. Powell Jr. were elected as directors.
         The results of the vote are as follows:

                                            Votes for          Votes Withheld
                                            ---------          --------------
         William L. Cunningham               354,141                  0
         A.R. Powell Jr.                     353,591                550

         H.  Stephen  Ochs,  Keith  Camerer,  and James V.  Seamans  continue as
         directors of the Company.

         2.  Ratification  of Regier  Carr &  Monroe,  L.L.P.  as the  Company's
         auditors for the fiscal 1998 year.

                          Votes for                           348,791
                          Votes against                             0
                          Votes Abstaining                      5,350

 Item 5.  Other Information
          Not applicable


Item6.(a) Exhibit  11-Statement  regarding computation of Earnings Per Share
          Included in exhibit 11 is detail on computation of earnings per share.

Item 6.(b)Reports on Form 8 - K
          Not applicable

                                     Page 13

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


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