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, 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 August 1, 1998:

                  $.01 par value common stock          414,357 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, 1998 and
           June 30, 1998  (unaudited)                                        1
           Statements of Income for the Three Months Ended
           June 30, 1997 and 1998 (unaudited)                                2
           Statement of Cash Flows for the Three Months
           Ended June 30, 1997 and 1998 (unaudited)                        3-4
           Notes to Financial Statements                                   5-8

    Item 2.       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     9-14
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                                                  16

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

SIGNATURES                                                                  17


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


                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
                                                                                    June 30,
                                                                      March 31,       1998
           ASSETS                                                       1998       (unaudited)
                                                                   ------------    ------------
<S>                                                                <C>             <C>         
Cash and cash equivalents
     Interest bearing                                              $  2,995,502    $  4,800,940
     Non-interest bearing                                               311,917         385,191
Held-to-maturity investment securities                                3,900,000       1,800,000
Available-for-sale investment securities                              2,174,751       2,190,415
Mortgage-backed securities held to maturity                          12,615,162      12,643,319
Loans receivable, net                                                25,573,437      25,955,531
Loans held-for-sale                                                      81,757               0
Accrued income receivable                                               262,853         257,326
Real estate owned and other
  repossessed property, net                                              10,500          10,500
Office properties and equipment, net                                    569,093         615,757
Prepaid expenses and other assets                                       131,926         109,953
                                                                   ------------    ------------

                                                                   $ 48,626,898    $ 48,768,932
                                                                   ============    ============
           LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
     Deposits                                                      $ 35,537,831    $ 35,598,485
     FHLB line of credit and advances                                 5,196,000       5,196,000
     Advances from borrowers for taxes and insurance                     48,988          80,765
     Deferred income                                                     50,824          48,656
     Accrued expenses and other liabilities                             109,081          60,335
     Income taxes
       Deferred                                                         121,206         122,330
       Current                                                           26,840          63,489
                                                                   ------------    ------------
                                                                     41,090,770      41,170,060
                                                                   ------------    ------------
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                                       4,811,997       4,811,997
     Retained income (substantially restricted)                       4,541,553       4,649,363
     Treasury Stock, at cost (97,668 shares at March 31,1998
       and 100,768 shares at June 30, 1998)                          (1,447,775)     (1,505,319)
     Unamortized stock acquired by Employee Stock Ownership Plan       (267,865)       (267,865)
     Unamortized stock acquired by Management Stock Bonus Plan         (103,490)        (92,852)
     Net unrealized gain (loss) on available-for-sale securities         (3,443)         (1,603)
                                                                   ------------    ------------
           Total Stockholders' Equity                                 7,536,128       7,598,872
                                                                   ------------    ------------

                                                                   $ 48,626,898    $ 48,768,932
                                                                   ============    ============

</TABLE>


                                     Page 1

<PAGE>

                              GUTHRIE SAVINGS, INC.
                        Consolidated Statements of Income

<TABLE>
<CAPTION>
                                               Three Months ended
                                                     June 30,
                                             -----------------------
                                                1997        1998
                                             ----------   ----------
                                             (Unaudited)  (Unaudited)
<S>                                            <C>        <C>     
INTEREST INCOME
     Interest on loans                         $533,632   $579,028
     Interest and dividends
       on investment securities                 182,835    121,782
     Interest on mortgage-
       backed securities                        216,640    208,628
                                               --------   --------
           Total interest income                933,107    909,438
                                               --------   --------
INTEREST EXPENSE
     Deposits                                   378,382    385,206
     Borrowed money                             102,986     67,405
                                               --------   --------
           Total interest expense               481,368    452,611
                                               --------   --------
           Net interest income                  451,739    456,827
PROVISION FOR LOSSES
 ON LOANS                                           874      4,321
                                               --------   --------
           Net interest income
             after provision for loan losses    450,865    452,506
                                               --------   --------
NON-INTEREST INCOME
     Service charges and late fees               44,468     43,072
     Other income                                 6,841      3,713
     Gain (loss) from real estate operations      3,196      2,153
                                               --------   --------
                                                 54,505     48,938
                                               --------   --------
NON-INTEREST EXPENSE
     Compensation and related expenses          150,717    154,945
     Occupancy expense                           12,743     13,757
     Professional fees                           24,619     48,973
     Federal insurance premium                    5,437      5,377
     Data processing                             23,537     22,579
     Bank charges                                13,592     13,673
     Other expense                               64,358     68,230
                                               --------   --------
                                                295,003    327,534
                                               --------   --------
           Income before income taxes           210,367    173,910
INCOME TAX EXPENSE                               79,850     66,100
                                               --------   --------
           Net income                          $130,517   $107,810
                                               ========   ========

BASIC:
     Earning per share                         $    .33   $    .28
                                               ========   ========
     Weighted average common shares
           outstanding                          390,072    382,721
                                               ========   ========
DILUTED:
     Earnings per share                        $    .33   $    .27
                                               ========   ========
     Weighted average common shares
           outstanding                          400,821    395,938
                                               ========   ========
DIVIDENDS PER SHARE                            $   --     $   --
                                               ========   ========
</TABLE>



                                     Page 2

<PAGE>


                              GUTHRIE SAVINGS, INC.
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                     Three Months Ended June 30,
                                                                        1997            1998
                                                                     -----------     -----------
                                                                     (Unaudited)     (Unaudited)

<S>                                                                  <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                      $   130,517    $   107,810
     Adjustments to reconcile net income to net
       cash provided by operating activities:
        Depreciation                                                       7,898          6,899
        FHLB Stock dividend                                              (10,900)       (12,700)
        Decrease (increase) in accrued interest receivable               (26,497)         5,527
        Increase (decrease) in accrued and deferred
           income taxes                                                   62,145         36,649
        Increase (decrease) in accrued expenses                              920        (48,746)
        Origination of loans held-for-sale                                     0       (293,050)
        Sale of loans held-for-sale                                            0        472,858
        Gain (loss) on sales of loans held-for-sale                            0         (3,047)
        Amortization of premiums and discounts
            on investments and loans                                         271         (2,647)
        Amortization of deferred gain on sale of real estate owned        (3,197)        (2,168)
        Provision for losses on loans and real estate owned                  874          4,321
        Amortization related to ESOP and MSBP                             10,113         10,638
        (Increase) decrease in other assets                               (8,816)        21,973
                                                                     -----------    -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                163,328        304,317
                                                                     -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES
     Net loan (originations) and principal payments
       on loans held for investment                                   (1,004,909)      (468,421)
     Principal repayments on mortgage-backed securities-
       held to maturity                                                  256,869        493,753
     Acquisition of mortgage-backed investment securities-
       held to maturity                                                        0       (527,940)
     Acquisition of held to maturity investment securities                     0       (300,000)
     Maturity of held to maturity investment securities                        0      2,400,000
     Acquisition of fixed assets                                          (2,052)       (53,563)
                                                                     -----------    -----------
NET CASH PROVIDED (USED)
  BY INVESTING ACTIVITIES                                               (750,092)     1,543,829
                                                                     -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in deposits                                 164,667         56,333
     Net increase (decrease) in escrow accounts                           37,503         31,777
     Proceeds from FHLB advance                                        3,300,000              0
     Repayments of FHLB advance                                       (2,200,000)             0
     Purchase of treasury stock                                         (574,029)       (57,544)
                                                                     -----------    -----------
NET CASH PROVIDED (USED)
  BY FINANCING ACTIVITIES                                            $   728,141    $    30,566
                                                                     -----------    -----------

</TABLE>
                                     Page 3

<PAGE>





                Consolidated Statements of Cash Flow (Continued)


<TABLE>
<CAPTION>
<S>                                                                  <C>          <C>       
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                               $  141,377   $1,878,712
BEGINNING CASH AND CASH EQUIVALENTS                                     522,829    3,307,419
                                                                     ----------   ----------


ENDING CASH AND CASH EQUIVALENTS                                     $  664,206   $5,186,131
                                                                     ==========   ==========


SUPPLEMENTAL DISCLOSURES Cash paid for:
        Interest on deposits and advances                            $  477,949   $  458,581
        Income taxes                                                     17,703       73,000

</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, 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 5

<PAGE>
3.       Investment Securities


         A summary of the Bank's investment  securities as of March 31, 1998 and
         June 30, 1998 is as follows:
<TABLE>
<CAPTION>
                                                     Carrying Value       
                                                -------------------------  Market Value
                                                March 31,       June 30,      June 30,
                                                  1998            1998          1998
                                               -----------    -----------    -----------
<S>                                            <C>            <C>            <C>        
         Held-to-maturity:
           Bonds, notes and debentures:
             Government Agency Securities      $ 3,900,000    $ 1,800,000    $ 1,802,954
                                               -----------    -----------    -----------
           Total held-to-maturity              $ 3,900,000    $ 1,800,000    $ 1,802,954
                                               ===========    ===========    ===========
         
         Available-for-sale:
           Debt securities:
             Government Agency Securities      $ 1,500,000    $ 1,500,000    $ 1,497,415
             Net unrealized loss                    (5,549)        (2,585)             0
                                               -----------    -----------    -----------
                                                 1,494,451      1,497,415      1,497,415
                                               -----------    -----------    -----------
           Equity securities:
             Stock in Federal Home Loan Bank       680,300        693,000        693,000
                                               -----------    -----------    -----------
                                                   680,300        693,000        693,000
                                               -----------    -----------    -----------
         
           Total available-for-sale            $ 2,174,751    $ 2,190,415    $ 2,190,415
                                               ===========    ===========    ===========
</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 June 30, 1998 is as follows:
<TABLE>
<CAPTION>
                                                                 Carrying Value        
                                                          ---------------------------     Market Value  
                                                             March 31,       June 30,        June 30,
                                                               1998            1998            1998
                                                          ------------    ------------    ------------
         <S>                                              <C>             <C>             <C>         
         Mortgage-Backed Securities (Held-to-Maturity):
           GNMA-ARM's                                     $  2,875,329    $  2,657,556    $  2,722,276
           FNMA-ARM's                                        1,302,822       1,287,237       1,313,566
           FHLMC-ARM's                                       1,216,788       1,173,672       1,175,872
           FHLMC-fixed rate                                  1,257,818       1,227,941       1,254,803
           GNMA-fixed rate                                     310,058         224,856         235,229
           FNMA-fixed rate                                     551,302       1,047,602       1,052,461
            Collateralized mortgage obligation
              -Govt. Agency                                  4,989,740       4,919,180       5,095,188
                                                          ------------    ------------    ------------
                                                            12,503,857      12,538,044      12,849,395
           Unamortized premiums                                119,158         113,039
           Unearned discounts                                   (7,853)         (7,764)
                                                          ------------    ------------    ------------
            Total Mortgage-Backed Securities
              (Held-to-Maturity)                          $ 12,615,162    $ 12,643,319    $ 12,849,395
                                                          ============    ============    ============
</TABLE>


                                     Page 6

<PAGE>

5.       Loan Receivable, Net

         A summary of the Bank's loans receivable at March 31, 1998 and June 30,
1998 is as follows:
<TABLE>
<CAPTION>

                                                        March 31,       June 30,
                                                          1998            1998
                                                      ------------    ------------
         <S>                                          <C>             <C>         
         Mortgage loans:
           Secured by one to four family residences   $ 18,758,433    $ 18,902,730
           Secured by other properties                   1,763,895       2,359,307
           Construction loans                            2,097,800       1,359,600
           Other                                           727,864       1,198,666
                                                      ------------    ------------
                                                        23,347,992      23,820,303
         
         Less:
           Unearned discounts and loan fees                (72,674)        (67,282)
           Undisbursed loan proceeds                    (1,092,005)     (1,038,101)
           Allowance for loan losses                      (273,254)       (276,658)
                                                      ------------    ------------
                Total mortgage loans                    21,910,059      22,438,262
                                                      ------------    ------------
         
         Consumer and other loans:
           Loans on deposits                               560,014         349,082
           Home equity and second mortgage               1,267,008       1,270,231
           Other                                         1,923,108       1,968,137
                                                      ------------    ------------
                                                         3,750,130       3,587,450
         Less:
           Undisbursed loan proceeds                        (6,770)              0
           Allowances for loan losses                      (79,982)        (70,181)
                                                      ------------    ------------
         
                    Total consumer and other loans       3,663,378       3,517,269
                                                      ------------    ------------
         
         Net Loans Receivable                         $ 25,573,437    $ 25,955,531
                                                      ============    ============
</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,
                                                 ------------------------------
                                                  1997                   1998
                                                 --------              --------
<S>                                              <C>                   <C>     
                  Balance, beginning             $376,692              $353,236
                  Provision charged
                    to operations                     874                 4,321
                  Loans charged off,
                    net of recoveries              (2,467)              (10,718)
                                                 --------              --------
         
                                                 $375,099              $346,839
                                                 ========              ========
</TABLE>
         
         
         
                                     Page 7
         
<PAGE>
         



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

                                                   March 31,  June 30,
                                                     1998      1998
                                                    -------   -------
         Real estate acquired by foreclosure        $10,500   $10,500
         Other repossed assets                            0         0
         Allowance for loss                               0         0
                                                    -------   -------
                                            Total   $10,500   $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 June 30, 1998,  the Bank had  outstanding  commitments  to fund real
         estate loans of $962,100. Of the commitments outstanding June 30, 1998,
         $603,000 was committed to fund three new construction  loans with rates
         of 7 1/2% to 7 3/4%. Commitments for three fixed rate loans amounted to
         $203,400  with  rates  ranging  from  7% to  9%.  The  balance  of  the
         commitments  outstanding June 30, 1998,  $155,700 was to fund two fixed
         rate loans held-for- sale.

8.       Earnings Per Share

         Basic  earnings per share is computed by dividing  income  available to
         common  stockholders  by the  weighted-average  number of common shares
         outstanding  for the period.  Diluted  earnings per share  reflects 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 nonvested  stock awarded under
         the Management Stock Bonus Plan.




                                     Page 8

<PAGE>



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



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

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

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

General:

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

         Apart from the  operations  of the Bank,  the Company did not engage in
any significant  operations  during the quarter ended June 30, 1998. The Bank is
primarily engaged in the business of accepting  deposits from the general public
and using these funds to originate  traditional real estate loans on one-to-four
family  dwellings along with consumer  loans.  When deposit inflows exceeds loan
demand,  the Bank will also purchase  mortgage-backed  securities and investment
securities.



                                     Page 9

<PAGE>



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 June 30, 1997 and
                         1998.


         Net income for the three  months  ended June 30,  1997  compared to the
three months ended June 30, 1998 decreased $22,707 or 17.40%.  This decrease was
due to a combination  of factors which  include,  called  investments,  paid off
borrowed money, and an increase in expenses attributable to Year 2000 costs..

         Net interest income before provision for losses on loans, for the three
months  ended June 30,  1998  increased  $5,088 or 1.13%  compared  to the three
months ended June 30, 1997, from $451,739 to $456,827.  This increase was mainly
due to an  increase  in  interest  on  loans  offset  by the  increased  cost of
deposits.  Interest income on loans  increased  $45,396 or 8.51% for the quarter
ended June 30, 1998 due to an increase in loan originations. Interest expense on
deposits for the three  months ended June 30, 1997  compared to the three months
ended June 30,  1998  increased  by $6,824 or 1.80% due to a slight  increase in
certificates  of deposit.  Interest  income on investments  and mortgage  backed
securities  decreased  $69,065 or 17.29%  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 $35,581.  Borrowings  were paid down as
securities matured or were called.


         Provision  for loan  losses  increased  from $874 for the three  months
ended June 30, 1997 to $4,321 for the three  months  ended June 30,  1998.  This
increase was based on  management's  evaluation of the adequacy of the allowance
for loan losses.

         Non-interest  income  decreased  $5,567 or 10.21% from  $54,505 for the
three  months ended June 30, 1997 to $48,938 for the three months ended June 30,
1998.  This  decrease was due to a decrease in service  charges and late fees of
$1,395  during the three months ended June 30, 1998 compared to the three months
ended  June 30,  1997.  There  was also a  decrease  in gain  from  real  estate
operations  of $1,043  from $3,196 for the three  months  ended June 30, 1997 to
$2,153 for the same period ended June 30, 1998.  This  decrease was due to lower
amortization  of  deferred  gain on sales of real owned  property  due to a loan
pay-off in the three  months  ended June 30,  1997.  Other  income for the three
months  ended June 30,  1997  compared to the three  months  ended June 30, 1998
decreased  $3,128.  This was  mainly  attributable  to  refunds  on credit  life
insurance due to early pay-offs of consumer loans.

         Non-interest  expense increased $32,531 or 11.03% from $295,003 for the
three months ended June 30, 1997 to $327,534 for the three months ended June 30,
1998. The primary reason for the increase in non-interest  expense is because of
an increase in professional  fees of $24,354 for the three months ended June 30,
1997  compared to the three  months ended June 30, 1998 from $24,619 to $48,973.
This is due to year end reporting costs being billed and paid more timely during
the current year.  Compensation and related expenses are up $4,228 for the three
months ended June 30, 1997 compared to the three months ended June 30, 1998. Due
to Year 2000  expenses,  other expense  increased  $3,872 or 6.02% for the three
months ended June 30, 1997 compared to the three months ended June 30, 1998 from
$64,358 to $68,230.

         Income tax expense  decreased  $13,750 or 17.22%  from  $79,850 for the
three  months ended June 30, 1997 to $66,100 for the three months ended June 30,
1998, due to lower pre-tax income.

Earnings Per Share:

         Effective with the quarter ended December 31, 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

                                     Page 11

<PAGE>



interim periods;  earlier  application is not permitted.  The Statement requires
restatement of all prior period earnings per share (EPS) data presented.

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

Year 2000 Issue

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

         The most  significant  data  processing  applications  of the Bank that
could be affected by this problem are provided by a third party service  bureau.
The Bank has  developed a plan to  evaluate  and test  critical  systems as they
relate  to the year 2000  issues  and the  Bank's  service  center.  The Bank is
evaluating their internal data processing  applications and is in the process of
updating all computer  terminals and installing a network  system.  The Bank has
estimated  the cost of  addressing  the  Year  2000  issue  to be  approximately
$100,000,  consisting  of  $60,000  for new  bank  computer  equipment,  $30,000
relating to service  bureau  fees and  approximately  $10,000 for various  other
training and consulting  fees.  The bank's data service  center  currently has a
target  date of not later than  December  31,  1998 for  external  and  internal
testing of modifications to critical systems. This testing is to include testing
of interfaces between the bank computer network, to be installed in August 1998,
and the data service  center.  If there is a problem with the service  center or
the Bank  relating  to the year 2000  issue  the Bank  would  likely  experience
significant data processing delays, mistakes or failures. These delays, mistakes
or failures could have a significant  adverse impact on the financial  condition
and results of operation of the Bank.

Liquidity and Capital Resources:

         The Bank is required under applicable  federal  regulations to maintain
specified levels of "liquid" investments in qualifying types of U.S. Government,
federal agency and other  investments  having  maturities of five years or less.
Current Office of Thrift Supervision  ("OTS")  regulations require that the bank
maintain  liquid  assets of not less than 4% of its average daily balance of net
withdrawable  deposit  accounts and borrowings  payable in one year or less. The
Bank is in compliance with all liquidity ratios as of June 30, 1998.  Management
manages its liquidity ratio to meet its funding needs for deposit outflows, loan
principal disbursements, operating expenses, and

                                     Page 12

<PAGE>



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,
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 meet  current
liquidity  needs.  Besides  the  line of  credit  the  Bank  has  $5,196,000  in
adjustable rate advances at the Federal Home Loan Bank of Topeka  outstanding at
June 30, 1998.

         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.

         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,  1998  cash and cash
equivalents  were  $5,186,131 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 June 30, 1998 the Bank's capital  requirements
and actual capital under the OTS regulations are as follows:



                                                Amount               Percent
                                           (thousands)             of Assets
                                           -----------             ---------
         Tangible capital:
            Actual                            $ 6,985                 14.32%
            Required                              975                  2.00%
                                             --------                -------
            Excess                           $  6,010                 12.32%
                                             ========                =======

         Core capital:
            Actual                           $  6,985                 14.32%
            Required                            1,951                  4.00%
                                             --------                -------
            Excess                           $  5,034                 10.32%
                                             ========                =======

         Risk-based capital:
            Actual                           $   7,218                33.27%
            Required                             1,736                 8.00%
                                             ---------               -------
            Excess                           $   5,482                25.27%
                                             =========               =======





                                     Page 14

<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 15, 1998,  the  following  items were
          submitted to a vote of stockholders:

          1. H. Stephen Ochs and Keith Camerer were elected  as  directors.  The
             results of the vote are as follows:

                                                Votes for     Votes Withheld
                                                ---------     --------------
            H. Stephen Ochs                      355,386           0
            Keith Camerer                        355,186         200

          William L. Cunningham, A.R. Powell, Jr., 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 1999 year.

                               Votes for                       355,386
                               Votes against                         0
                               Votes Abstaining                      0

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



                                     Page 15

<PAGE>




Item 6.(a)  Exhibit  11-Statement  regarding  computation  of Earnings Per Share
            Included  in  exhibit  11  is  detail on computation of earnings per
            share.

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


                                     Page 16

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


Date August 07, 1998              By /s/ Kimberly D. Walker
     ----------------------          ----------------------
                                     Kimberly D. Walker
                                     Treasurer
                                    (Principal Financial and Accounting Officer)