SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-QSB

        [X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2001

                                       OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

             For the transition period from            to
                                            ----------    ----------

                           Commission File No. 0-27714

                     Crazy Woman Creek Bancorp Incorporated
                     --------------------------------------
             (Exact name of registrant as specified in its charter)

          Wyoming                                               83-0315410
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                     106 Fort Street, Buffalo, Wyoming 82834
                     ---------------------------------------
                    (Address of principal executive offices)


                                 (307) 684-5591
                                 --------------
              (Registrant's telephone number, including area code)



Check whether the issuer (1) filed all reports  required to be filed by Sections
13 or 15(d) of the  Exchange  Act during the past 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
                                                              ---      ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.

         Class:   Common Stock, par value $.10 per share
                  Outstanding at August 10, 2001:  804,608

Transitional Small Business Disclosure Format (check one):  Yes      No  X
                                                                ---     ---
<PAGE>



                     CRAZY WOMAN CREEK BANCORP INCORPORATED

                              INDEX TO FORM 10-QSB

                                                                            Page
                                                                            ----
PART I     FINANCIAL INFORMATION
           ---------------------

Item 1.    Financial Statements (unaudited)

           Consolidated Condensed Statements of Financial Condition at June
           30,  2001 and September 30, 2000                                    1

           Consolidated Condensed Statements of Income for the Three and
           Nine Months ended June 30, 2001 and 2000                            2

           Consolidated Condensed Statements of Comprehensive Income for
           the Three and Nine Months ended June 30, 2001 and 2000              3

           Consolidated Condensed Statements of Cash Flows for the Nine
           Months ended June 30, 2001 and 2000                                 4

           Notes to Consolidated Condensed Financial Statements                5

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                               8


PART II.   OTHER INFORMATION
           -----------------

Item 1.    Legal Proceedings                                                  15

Item 2.    Changes in Securities and Use of Proceeds                          15

Item 3.    Defaults upon Senior Securities                                    15

Item 4.    Submission of Matters to a Vote of Security Holders                15

Item 5.    Other Information                                                  15

Item 6.    Exhibits and Reports on Form 8-K                                   15


SIGNATURES

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Consolidated Condensed Statements of Financial Condition
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                     June 30,  September 30,
                                                                       2001        2000
                                                                     --------    --------
                                                                     (Dollars in thousands,
                                                                     except per share data)
Assets
------
<S>                                                                <C>         <C>
Cash and cash equivalents                                            $  2,337    $  2,796
Investment and mortgage-backed securities available-for-sale           27,343      28,869
Stock in Federal Home Loan Bank of Seattle, at cost                     1,109       1,055
Loans receivable, net                                                  36,206      30,980
Accrued interest receivable                                               474         534
Premises and equipment, net                                             1,593         525
Income tax receivable                                                      42          28
Intangible assets, net of accumulated amortization of $23 at
    June 30, 2001                                                         287          --
Other assets                                                               58          39
                                                                     --------    --------
    Total assets                                                     $ 69,449    $ 64,826
                                                                     ========    ========
Liabilities and Stockholders' Equity
Liabilities:
  Deposits                                                           $ 38,350    $ 32,081
  Advances from Federal Home Loan Bank                                 16,000      19,300
  Advances from borrowers for taxes and insurance                          56          72
  Deferred income taxes                                                   198          --
  Dividends payable                                                        97          96
  Accrued expenses and other liabilities                                1,275         198
                                                                     --------    --------
    Total liabilities                                                  55,976      51,747
                                                                     --------    --------
Stockholders' equity:
  Preferred stock, par value $.10 per share,  2,000,000 shares
     authorized;  none issued and outstanding at June 30, 2001
     and September 30, 2000                                                --          --
  Common stock, par value $.10 per share, 5,000,000 shares
     authorized; 1,058,000 issued and outstanding at June 30, 2001
     and September 30, 2000                                               106         106
  Additional paid-in surplus                                           10,112      10,100
  Unearned ESOP/MSBP shares                                              (456)       (528)
  Retained earnings, substantially restricted                           7,193       7,271
  Accumulated other comprehensive income (loss)                           105        (218)
  Treasury stock at cost, 270,476 and 275,976 shares at
      June 30, 2001 and September 30, 2000, respectively               (3,587)     (3,652)
                                                                     --------    --------
    Total stockholders' equity                                         13,473      13,079
                                                                     --------    --------
    Total liabilities and stockholders' equity                       $ 69,449    $ 64,826
                                                                     ========    ========
</TABLE>

See notes to consolidated condensed financial statements

                                     Page 1
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Consolidated Condensed Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended            Nine Months Ended
                                                                June 30,                       June 30,
                                                           ---------------------        --------------------
                                                            2001           2000          2001          2000
                                                           ------         ------        ------        ------
                                                               (Dollars in thousands except per share data)
<S>                                                      <C>           <C>           <C>           <C>
Interest income:
  Loans receivable                                         $  703        $  587        $1,953        $1,728
  Mortgage-backed securities                                  185           195           536           571
  Investment securities                                       170           277           662           855
  Other                                                        52            23           130            80
                                                           ------        ------        ------        ------
     Total interest income                                  1,110         1,082         3,281         3,234
Interest expense:
  Deposits                                                    430           383         1,230         1,200
  Advances from Federal Home Loan Bank                        258           246           824           668
  Other interest expense                                        1            --             3            --
                                                           ------        ------        ------        ------
     Total interest expense                                   689           629         2,057         1,868
                                                           ------        ------        ------        ------
     Net interest income                                      421           453         1,224         1,366
Provision for loan losses                                      --            --            --            --
                                                           ------        ------        ------        ------
     Net interest income after provision for loan losses      421           453         1,224         1,366
                                                           ------        ------        ------        ------
Non-interest income:
  Customer service charges                                     23            16            58            46
  Other operating income                                       11             6            27            18
                                                           ------        ------        ------        ------
     Total non-interest income                                 34            22            85            64
                                                           ------        ------        ------        ------
Non-interest expense:
  Compensation and benefits                                   212           142           581           386
  Occupancy and equipment                                      40            30            96            66
  FDIC/SAIF deposit insurance premiums                          1             2             5             8
  Advertising                                                  12            11            33            32
  Data processing services                                     35            27            93            81
  Professional fees                                            15            16            62            49
  Loss on disposal of assets                                   --            --            11            --
  Goodwill amortization                                         3            --             6            --
  Other                                                        52            41           158           139
                                                           ------        ------        ------        ------
     Total non-interest expense                               370           269         1,045           761
                                                           ------        ------        ------        ------
     Income before income taxes                                85           206           264           669
Income tax expense                                             25            49            77           191
                                                           ------        ------        ------        ------
     Net income                                            $   60        $  157        $  187        $  478
                                                           ======        ======        ======        ======

Dividends declared per common share                        $ 0.12        $ 0.12        $ 0.36        $ 0.36
                                                           ======        ======        ======        ======
Basic earnings per common share                            $ 0.08        $ 0.20        $ 0.24        $ 0.59
                                                           ======        ======        ======        ======
Diluted earnings per common share                          $ 0.08        $ 0.20        $ 0.24        $ 0.59
                                                           ======        ======        ======        ======
</TABLE>

See notes to consolidated condensed financial statements.

                                     Page 2
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Consolidated Condensed Statements of Comprehensive Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           Three Months Ended              Nine Months Ended
                                                                 June 30,                       June 30,
                                                         ---------------------           ---------------------
                                                          2001            2000            2001            2000
                                                         -----           -----           -----           -----
                                                                        (Dollars in thousands)
<S>                                                    <C>             <C>             <C>             <C>
Net income                                               $  60           $ 157           $ 187           $ 478
Other comprehensive income
    Unrealized gains (losses) on investment and
        mortgage-backed securities available-for-sale:     (53)             30             489            (152)

Income tax benefit (expense) related to items of other
comprehensive income                                        18             (10)           (166)             52
                                                         -----           -----           -----           -----

Other comprehensive income (loss), after tax               (35)             20             323            (100)
                                                         -----           -----           -----           -----

Comprehensive income                                     $  25           $ 177           $ 510           $ 378
                                                         =====           =====           =====           =====
</TABLE>


See notes to consolidated condensed financial statements.

                                     Page 3
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                 Consolidated Condensed Statements of Cash Flows
                    Nine Months ended June 30, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                        2001        2000
                                                                                      --------    --------
                                                                                     (Dollars in thousands)
<S>                                                                                 <C>         <C>
Cash flows from operating activities:
  Net income                                                                          $    187    $    478
  Adjustments to reconcile net income to net cash provided by operating activities:
    Amortization of premiums and discounts on securities available-for-sale, net            (3)         (7)
    Amortization of intangibles, net                                                        23          --
    Federal Home Loan Bank stock dividend                                                  (54)        (50)
    Depreciation                                                                            57          37
    Loss on sale of foreclosed real estate                                                  --           2
    Loss on disposal of fixed assets                                                        11          --
    Mutual funds dividends reinvested                                                       (8)        (30)
    Deferred loan origination fees, net                                                     12          (8)
    ESOP shares committed to be released                                                    46          37
    MSBP deferred compensation expense                                                      44          38
Change in:
        Accrued interest receivable                                                         60          (2)
        Income taxes                                                                       (14)          3
        Other assets                                                                       (19)         42
        Deferred income taxes                                                               32          (5)
        Accrued expenses and other liabilities                                             865          48
                                                                                      --------    --------
           Net cash provided by operating activities                                     1,239         577

Cash flows from investing activities:
  Purchases of securities available-for-sale                                            (7,587)     (1,669)
  Proceeds from maturities, calls and prepayments of securities available-for-sale       9,613       1,547
  Origination of loans receivable                                                      (13,143)     (6,135)
  Repayment of principal on loans receivable                                             8,000       5,629
  Acquisition of branch office                                                             773          --
  Purchase of premises and equipment                                                      (749)        (24)
  Proceeds from the sale of foreclosed real estate                                          --          (2)
                                                                                      --------    --------
    Net cash used in investing activities                                               (3,093)       (654)

Cash flows from financing activities:
  Net increase (decrease) in deposits                                                    4,916        (605)
  Advances from Federal Home Loan Bank                                                   4,350      24,200
  Repayment of advances from Federal Home Loan Bank                                     (7,650)    (23,400)
  Net change in advances from borrowers for taxes and insurance                            (16)        (13)
  Repurchase of common stock                                                                --        (475)
  Exercise of stock options                                                                 59          --
  Dividends paid to stockholders                                                          (264)       (286)
                                                                                      --------    --------
    Net cash provided by (used in) financing activities                                  1,395        (579)
                                                                                      --------    --------
Net decrease in cash and cash equivalents                                                 (459)       (650)
Cash and cash equivalents at beginning of period                                         2,796       2,189
                                                                                      --------    --------
Cash and cash equivalents at end of period                                            $  2,337    $  1,539
                                                                                      ========    ========

Cash paid during period for:
   Interest                                                                           $  1,922    $  1,866
   Income taxes                                                                             63         208
Noncash Investing and Financing Activities:
    The  Company  transferred  loans of $0 and $73 to other  real  estate  owned
    during the nine months ended June 30, 2001 and 2000, respectively

</TABLE>

See notes to consolidated condensed financial statements

                                     Page 4
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
              Notes to Consolidated Condensed Financial Statements
                                  June 30, 2001


NOTE 1:  BASIS OF PRESENTATION

The accompanying  unaudited interim consolidated  condensed financial statements
have been prepared in accordance with accounting  principles  generally accepted
in the United  States of America  ("GAAP")  for interim  financial  information.
Accordingly,  they do not include all of the information and footnotes  required
by GAAP for complete financial statements.  For further information,  the reader
should  refer to the Annual  Report on Form 10-KSB of Crazy Woman Creek  Bancorp
Incorporated (the "Company") for the fiscal year ended September 30, 2000.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary for fair presentation  have been included.  The
results of operations  for the three and nine months ended June 30, 2001 are not
necessarily  indicative  of the results which may be expected for an entire year
or any other period.

The accompanying  consolidated  financial statements include the accounts of the
Company and Buffalo Federal Savings Bank (the "Bank"), a wholly-owned subsidiary
of the Company. All significant intercompany balances and transactions have been
eliminated in consolidation.

NOTE 2:  IMPACT OF RECENTLY ISSUED ACCOUNT STANDARDS

In July 2001,  the FASB issued  Statement No. 141,  Business  Combinations,  and
Statement No. 142, Goodwill and Other Intangible Assets.  Statement 141 requires
that the purchase  method of  accounting  be used for all business  combinations
initiated  after  June  30,  2001  as  well  as  all  purchase  method  business
combinations  completed  after  June 30,  2001.  Statement  141  also  specifies
criteria  intangible  assets acquired in a purchase method business  combination
must meet to be recognized  and reported  apart from  goodwill,  noting that any
purchase  price  allocable to an assembled  workforce  may not be accounted  for
separately.  Statement 142 will require that goodwill and intangible assets with
indefinite  useful  lives  no  longer  be  amortized,  but  instead  tested  for
impairment at least annually in accordance with the provisions of Statement 142.
Statement  142 will also require that  intangible  assets with  definite  useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual values,  and reviewed for impairment in accordance with SFAS
No. 121,  Accounting for the Impairment of Long-Lived  Assets and for Long-Lived
Assets to Be Disposed Of.

The Company is required to adopt the  provisions of Statement  141  immediately,
except  with regard to business  combinations  initiated  prior to July 1, 2001,
which it expects  to  account  for using the  pooling-of-interests  method,  and
Statement  142  effective  January 1, 2002.  Furthermore,  any  goodwill and any
intangible asset determined to have an indefinite  useful life that are acquired
in a purchase  business  combination  completed  after June 30, 2001 will not be
amortized,  but will continue to be evaluated for impairment in accordance  with
the appropriate pre-Statement 142 accounting literature. Goodwill and intangible
assets  acquired in  business  combinations  completed  before July 1, 2001 will
continue to be amortized prior to the adoption of Statement 142.

Statement  141 will require upon  adoption of  Statement  142,  that the Company
evaluate its existing  intangible  assets and goodwill  that were  acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from  goodwill.  Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible  assets acquired
in purchase business  combinations,  and make any necessary  amortization period
adjustments by the end of the first interim period after adoption.  In addition,

                                     Page 5
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
              Notes to Consolidated Condensed Financial Statements
                                  June 30, 2001


to the extent an intangible  asset is identified as having an indefinite  useful
life, the Company will be required to test the  intangible  asset for impairment
in  accordance  with the  provisions  of Statement  142 within the first interim
period.  Any  impairment  loss will be measured  as of the date of adoption  and
recognized as the cumulative  effect of a change in accounting  principle in the
first interim period.

In connection with the transitional  goodwill impairment  evaluation,  Statement
142 will  require the Company to perform an  assessment  of whether  there is an
indication  that goodwill is impaired as of the date of adoption.  To accomplish
this,  the Company must identify its reporting  units and determine the carrying
value of each reporting unit by assigning the assets and liabilities,  including
the existing goodwill and intangible  assets, to those reporting units as of the
date of  adoption.  The Company will then have up to six months from the date of
adoption to determine  the fair value of each  reporting  unit and compare it to
the reporting unit's carrying amount.  To the extent a reporting unit's carrying
amount exceeds its fair value,  an indication  exists that the reporting  unit's
goodwill  may be impaired  and the Company  must  perform the second step of the
transitional  impairment  test. In the second step, the Company must compare the
implied fair value of the reporting  unit's  goodwill,  determined by allocating
the  reporting   unit's  fair  value  to  all  of  it  assets   (recognized  and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in accordance with Statement 141, to its carrying amount, both of which would be
measured  as of the  date  of  adoption.  This  second  step is  required  to be
completed  as  soon as  possible,  but no  later  than  the  end of the  year of
adoption. Any transitional  impairment loss will be recognized as the cumulative
effect  of a change  in  accounting  principle  in the  Company's  statement  of
earnings.

And finally,  any unamortized  negative  goodwill existing at the date Statement
142 is  adopted  must be  written  off as the  cumulative  effect of a change in
accounting principle.

As of the date of adoption,  the Company expects to have unamortized goodwill in
the  amount  of  $182,000  and  unamortized  deposit  premium  in the  amount of
$105,000,  all of  which  will  be  subject  to  the  transition  provisions  of
Statements 141 and 142.  Amortization expense related to goodwill was $3,000 and
$6,000 for the three  months  ended June 30, 2001 and the nine months ended June
30, 2001,  respectively.  Amortization  expense  related to deposit  premium was
$8,000 and $16,000 for the three  months ended June 30, 2001 and the nine months
ended June 30, 2001,  respectively.  Because of the  extensive  effort needed to
comply with adopting Statements 141 and 142, it is not practicable to reasonably
estimate the impact of adopting  these  Statements  on the  Company's  financial
statements  at the  date of this  report,  including  whether  any  transitional
impairment  losses will be required to be recognized as the cumulative effect of
a change in accounting principle.

NOTE 3:  EARNINGS PER SHARE

Basic  earnings  per share  ("EPS") is computed  by  dividing  net income by the
weighted-average  number of common  shares  outstanding  during the period  less
unvested  management  stock  bonus  plan  (MSBP)  and  unallocated  and  not yet
committed to be released  Employee Stock  Ownership Plan (ESOP) shares.  Diluted
EPS is  calculated  by  dividing  net income by the  weighted-average  number of
common shares used to compute basic EPS plus the incremental amount of potential
common stock determined by the treasury stock method.

                                     Page 6
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
              Notes to Consolidated Condensed Financial Statements
                                  June 30, 2001

<TABLE>
<CAPTION>
                                                                  For the Three Months ended June 30, 2001
                                                            Net Income         Average Shares      Per Share Amount
                                                        -------------------  -------------------  -------------------
<S>                                                             <C>                   <C>             <C>
 Basic EPS
  Net income available to common stockholders                     $ 60,000              780,999         $ 0.08
                                                                                                        ======
 Effect of Dilutive Securities
   Incremental shares under stock option plan                           --               13,561
   Incremental shares related to MSBP                                   --                  585
                                                        ----------------------------------------
 Diluted EPS
   Income available to common stockholders plus
     assumed conversions                                          $ 60,000              795,145         $ 0.08
                                                                  ========              =======         ======
</TABLE>

<TABLE>
<CAPTION>

                                                                 For the Three Months ended June 30, 2000
                                                           Net Income         Average Shares      Per Share Amount
                                                       -------------------- -------------------- --------------------
<S>                                                             <C>                   <C>             <C>
Basic EPS
  Net income available to common stockholders                     $157,000              791,148        $ 0.20
                                                                                                       ======
Effect of Dilutive Securities
  Incremental shares under stock option plan                            --                   --
                                                       -----------------------------------------
Diluted EPS
  Income available to common stockholders plus
    assumed conversions                                           $157,000              791,148        $ 0.20
                                                                  ========              =======        ======
</TABLE>

<TABLE>
<CAPTION>
                                                                  For the Nine Months ended June 30, 2001
                                                            Net Income         Average Shares      Per Share Amount
                                                        -------------------  -------------------  -------------------
<S>                                                             <C>                   <C>             <C>
 Basic EPS
  Net income available to common stockholders                     $187,000              777,664         $ 0.24
                                                                                                        ======
 Effect of Dilutive Securities
   Incremental shares under stock option plan                           --                8,840
   Incremental shares related to MSBP                                   --                  382
                                                        -------------------  -------------------
 Diluted EPS
   Income available to common stockholders plus
     assumed conversions                                          $187,000              786,757         $ 0.24
                                                                  ========              =======         ======
</TABLE>

<TABLE>
<CAPTION>
                                                                  For the Nine Months ended June 30, 2000
                                                           Net Income         Average Shares      Per Share Amount
                                                       -------------------- -------------------- --------------------
<S>                                                            <C>                   <C>            <C>
Basic EPS
  Net income available to common stockholders                     $478,000              807,972        $ 0.59
                                                                                                         ====
Effect of Dilutive Securities
  Incremental shares under stock option plan                            --                  631
                                                       ----------------------------------------
Diluted EPS
  Income available to common stockholders plus
    assumed conversions                                        $   478,000              808,603        $ 0.59
                                                                ==========              =======          ====
</TABLE>

                                     Page 7
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                           and Results of Operations
                                  June 30, 2001

FORWARD LOOKING STATEMENTS
--------------------------

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  Quarterly  Report on Form
10-QSB and the exhibits  thereto),  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"  provision 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 changes 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 such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economy 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 rates, 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 resulting from these factors.

The Company cautions that the listed 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 or on behalf of the Company.

GENERAL
-------

The  Company is a unitary  savings  and loan  holding  company of the Bank.  The
Company's  assets are comprised of its  investment in the Bank,  its loan to the
ESOP,  and shares  held in mutual  funds.  The Bank  operates  as a  traditional
savings  association,  attracting  deposit  accounts from the general public and
using those  deposits,  together  with other funds,  primarily to originate  and
invest in fixed-rate  conventional  loans secured by  single-family  residential
real estate.  The Bank also utilizes  funds  obtained from the Federal Home Loan
Bank of Seattle  ("FHLB") to purchase  investment  securities  and to  originate
loans.  The Bank also originates  commercial real estate loans,  business loans,
home equity loans,  consumer  loans and loans secured by savings  accounts.  The
Bank  invests in  mortgage-backed  securities  (including  Real Estate  Mortgage
Investment Conduits ("REMICs")),  municipal bonds and short-term and medium-term
U.S. Agency  securities.  The Bank hired a new commercial and  agriculture  loan
officer in April 2000,  and a branch  president  in December  2000,  for its new
branch  located  in  Gillette,   Wyoming.  These  new  officers  have  extensive
commercial  and Small Business  Administration  lending  experience.  These loan
officers  will  focus  on the  Bank's  existing  commercial  customers  for  the
origination of new commercial and agricultural loans.

The Bank's net income is dependent  primarily on its net interest income,  which
is the difference between interest income earned on its interest-earning  assets
and interest expense paid on interest-bearing

                                     Page 8
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                  June 30, 2001


liabilities.  Net interest  income is determined by (i) the  difference  between
yields  earned on  interest-earning  assets and rates  paid on  interest-bearing
liabilities   (interest   rate  spread)  and  (ii)  the   relative   amounts  of
interest-earning  assets and interest-bearing  liabilities.  The Bank's interest
rate spread is affected by  regulatory,  economic and  competitive  factors that
influence interest rates, loan demand and deposit flows. To a lesser extent, the
Bank's net income is also affected by the level of  non-interest  income,  which
primarily  consists of service charges and other operating  income. In addition,
net income is affected by the level of non-interest (general and administrative)
expenses.

PURCHASE OF BRANCH

On December 27, 2000,  the Bank  purchased  the building,  equipment,  loans and
acquired  the deposit  liabilities  of the  Gillette,  Wyoming  branch of Hulett
National Bank. The transaction was accounted for as a purchase and  accordingly,
the  Consolidated  Condensed  Statement  of Income for the three and nine months
ended June 30, 2001 includes the results of  operations  of the acquired  branch
since the date of  purchase.  Cash  received in the branch  acquisition  totaled
$773,000.  The purchase consisted of $95,000 of loans,  $387,000 of premises and
equipment  and the  assumption of $1.353  million in deposits.  The premium paid
over historical carrying values was $310,000, which has currently been allocated
to goodwill and deposit premium.  The branch is called "The Bank of Gillette,  a
branch of Buffalo Federal Savings Bank" ("Branch").

FINANCIAL CONDITION
-------------------

ASSETS

At June 30, 2001,  assets totaled  $69.449  million  compared to total assets of
$64.826  million at September  30, 2000.  The increase was primarily a result of
increases in net loans, premises and equipment and intangible assets, which more
than offset the decrease in securities available-for-sale.

Cash and cash equivalents decreased $459,000 during the period. The decrease was
primarily the result of the increase in loan demand branching activities and the
repayment  of FHLB  advances  offset  somewhat  by the  decrease  in  investment
securities available-for-sale and the increase in deposits.

Securities available for sale decreased by $1.526 million during the nine months
ended June 30, 2001.  Securities  prepayments,  calls and  maturities  of $9.613
million were received on investment securities  available-for-sale,  purchase of
$7.595 million of investment securities available-for-sale, and the market value
of the securities increased $489,000 during the period.  Amortization of premium
discounts and dividends accounted for $3,000 of the increase in securities.

Loans receivable  increased $5.226 million during the nine months ended June 30,
2001.  During this period,  the Bank originated  loans totaling $13.143 million,
comprised of residential mortgage loans totaling $2.941 million, non-residential
mortgage loans totaling $5.381 million,  consumer loans totaling $3.068 million,
and commercial loans totaling $1.753 million.  During the same period,  the Bank
received scheduled principal payments and prepayments totaling $8.000 million on
its loan portfolio.

Bank  property and equipment  increased by $1.068  million and was primarily the
result of the Branch  purchase  totaling  $387,000,  plus an  additional  lot in
Gillette,  Wyoming for $75,000 and  additional  bank equipment for both branches
totaling  $176,000  including  purchases  since  the  date  of  acquisition.

                                     Page 9
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                  June 30, 2001

In addition, during the nine months ended June 30, 2001, the Bank purchased land
in Sheridan,  Wyoming for $277,000 for the purpose of constructing a new branch.
Improvements to the land in Sheridan  totaled  $222,000 as of June 30, 2001. The
Sheridan  parcel of land consists of 1.48 acres.  The total cost of construction
of the branch is estimated to be $1.4 million and the projected  opening date is
the first quarter of 2002.

Intangible assets, net of amortization,  increased $287,000 from the purchase of
the Branch.  Goodwill of $182,000 is being amortized  straight line over fifteen
years.  Deposit  premiums of $105,000 are being amortized over seven years using
an accelerated method.

LIABILITIES

Deposits  increased by $6.269 million from $32.081 million at September 30, 2000
to $38.350 million at June 30, 2001. The increase consisted  primarily of $1.353
million of deposits  assumed in the Branch  purchase and an increase in deposits
of $4.916 million.

Advances from the FHLB  decreased  $3.300  million  during the nine months ended
June 30, 2001.  The advances are a supplement to the Bank's retail  deposits and
were paid down from the increase in deposits.

Deferred  income taxes  increased by $198,000  during the nine months ended June
30,  2001  and were mainly  the  result  of the  increase  in  market  value  of
available-for-sale  securities.  The market value of these securities  increased
$489,000  during the period,  which resulted in the increase in deferred  income
taxes.

Accrued expenses and other liabilities  increased $1.077 million during the nine
months  ended  June 30,  2001 as a result  of a  $128,000  increase  in  accrued
interest payable,  $77,000 in outstanding corporate checks, a $774,000 trade not
yet  settled  to  purchase  investment  securities  available-for-sale,  and the
$98,000 amount due to seller from the Branch purchase.

STOCKHOLDERS' EQUITY

Overall,  stockholders'  equity increased  $394,000 during the nine months ended
June 30, 2001.  The  increase in was  primarily  the result of increased  market
value on available-for-sale securities.

ASSET QUALITY
-------------

Non-performing  assets  totaled  $182,000  at June 30,  2001,  or 0.49% of gross
loans.  This  compares to $62,000 at September 30, 2000 or 0.20% of total loans.
Non-performing  loans at June  30,  2001  were  comprised  of two  single-family
mortgage loans, one commercial loan, and four consumer loans.

RESULTS OF OPERATIONS
---------------------

Comparison of Three Months Ended June 30, 2001 and 2000.
--------------------------------------------------------

Net Income.  Net income for the three months ended June 30, 2001 totaled $60,000
compared to $157,000 for the three  months  ended June 30, 2000.  Net income was
lower in 2001 than in 2000

                                    Page 10
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                  June 30, 2001

primarily due to the Branch  operations,  specifically a $32,000 decrease in net
interest income,  a $12,000 increase in non-interest  income, a $70,000 increase
in compensation and benefits resulting primarily from the hiring of a commercial
loan officer, a Branch president and five staff members in the Branch, a $10,000
increase in  occupancy  and  equipment,  an $8,000  increase in data  processing
costs, a $3,000 increase in amortization, an $11,000 increase in other expenses,
and a $24,000 decrease in tax expense related to a decrease in taxable income.

Interest  Income.  For the three  months ended June 30,  2001,  interest  income
totaled  $1.110  million  compared to $1.082  million for the three months ended
June 30, 2000. An increase in the volume of average  earning assets from $62.384
million for the three months ended June 30, 2000 to $64.154 million for the same
period in 2001  contributed to a $40,000  increase in interest  income. A slight
decrease was  experienced in the yield on average  earning assets from 6.93% for
the three  months  ended June 30, 2000 to 6.92% for the three  months ended June
30, 2001, which contributed to a $12,000 decrease in interest income.

Interest Expense.  Total interest expense increased by $60,000 from $629,000 for
the three  months  ended June 30, 2000 to $689,000  for the same period in 2001.
This was  primarily  a result of an  increase  in the cost and volume of average
interest-bearing liabilities.

Interest expense for deposits, including deposit premium amortization, increased
by $47,000  from  $383,000  for the three months ended June 30, 2000 to $430,000
for the same  period  in 2001.  The cost of  average  interest-bearing  deposits
increased  slightly from 4.65% for the three months ended June 30, 2000 to 4.82%
for the three  months ended June 30, 2001,  which  caused  interest  expense for
deposits  to  increase  by  $15,000.  An  increase  in  the  volume  of  average
interest-bearing  deposits from $32.966  million for the three months ended June
30, 2000, to $35.688 million for the three months ended June 30, 2001,  resulted
in a $32,000 increase in interest expense for deposits.

Interest  expense for advances from the FHLB  increased by $12,000 from $246,000
for the three  months  ended June 30,  2000 to  $258,000  for the same period in
2001. The cost of average interest-bearing advances from the FHLB increased from
6.02% for the three  months  ended June 30, 2000 to 6.34% for the same period in
2001.  This increase in the cost of average  interest-bearing  advances caused a
$13,000  increase  in  interest  expense.  Average   interest-bearing   advances
decreased  slightly  from $16.334  million for the three month period ended June
30, 2000, to $16.332 million for the three month period ended June 30, 2001, but
did not materially affect interest expense for advances.

Net Interest Income.  Net interest income decreased by $32,000 from $453,000 for
the three months ended June 30, 2000 to $421,000 for the three months ended June
30,  2001.  The  increase  in the cost and  volume of  average  interest-bearing
liabilities were the major factors for the decrease in net interest income.  The
increase  in  average   interest-bearing   liabilities   was  not  offset  by  a
corresponding  increase in average  interest-earning  assets as evidenced by the
decrease   of  the  ratio  of   average   interest-earning   assets  to  average
interest-bearing liabilities from 126.74% in 2000 to 123.33% in 2001.

Net  interest  margin  decreased  from 2.90% for the three months ended June 30,
2000 to 2.62% for the three  months  ended June 30,  2001.  The  decrease in net
interest margin was primarily  caused by the  disproportionate  increase in cost
and volume of interest-bearing liabilities compared to interest-earning assets.

                                    Page 11
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                  June 30, 2001

Provision  for Loan Losses.  No provision  was recorded  during the three months
ended  June 30,  2001 and 2000.  There  were no loan  charge-offs  for the three
months ended June 30, 2001 while recoveries totaled $13,000. In the three months
ended June 30,  2000,  there were $8,000 in loan  charge-offs  while  recoveries
totaled $5,000.

Total Non-interest  Income.  Total non-interest income increased by $12,000 from
$22,000 for the three months ended June 30, 2000 to $34,000 for the three months
ended June 30, 2001 primarily due to an increase in customer service charges.

Total Non-interest  Expense.  Total  non-interest  expense increased by $101,000
from $269,000 for the three months ended June 30, 2000 to $370,000 for the three
months  ended June 30,  2001.  The  increase  was  attributable  to increases in
compensation,  occupancy and equipment,  data processing costs, loss on disposal
of equipment, amortization of goodwill, and other non-interest expenses.

Provision  for Income  Taxes.  The effective tax rate for the three months ended
June 30, 2001 and 2000 was 29.41% and 23.79%,  respectively.  The  effective tax
rate is lower than the expected tax rate of 34% due to permanent tax differences
arising from the dividends received deduction and tax exempt interest income.

Comparison of Nine Months Ended June 30, 2001 and 2000.
-------------------------------------------------------

Net Income.  Net income for the nine months ended June 30 2001, totaled $187,000
compared to $478,000  for the nine months  ended June 30,  2000.  Net income was
lower in 2001 than in 2000 primarily due to a $142,000  decrease in net interest
income, a $30,000 increase in occupancy and equipment  expenses  associated with
the Branch and  increased  depreciation  expenses,  a $12,000  increase  in data
processing  costs,  a $13,000  increase in  professional  fees  associated  with
general and corporate matters,  an $11,000 loss on disposal of equipment related
to new signage, a $6,000 increase in amortization from the Branch acquisition, a
$19,000  increase in other expenses  associated with supplies for the Branch,  a
$195,000  increase in  compensation  and benefits  resulting  primarily from the
hiring of a commercial loan officer,  a Branch  president and five staff members
for the Branch,  and a $114,000 decrease in tax expense related to a decrease in
taxable income.

Interest  Income.  For the nine  months  ended June 30,  2001,  interest  income
totaled $3.281 million compared to $3.234 million for the nine months ended June
30,  2000.  An increase  in the volume of average  earning  assets from  $63.101
million for the nine months ended June 30, 2000 to $62.469  million for the same
period in 2001 caused interest income to increase by $44,000.  A slight increase
was  experienced in the yield on average  earning assets from 6.90% for the nine
months  ended June 30,  2000 to 6.93% for the nine months  ended June 30,  2001,
which contributed to a $3,000 increase in interest income.

Interest  Expense.  Total  interest  expense  increased by $189,000  from $1.868
million for the nine months  ended June 30, 2000 to $2.057  million for the same
period  in 2001.  This was  primarily  a result  of an  increase  in the cost of
average interest-bearing liabilities.

Interest expense for deposits including deposit premium  amortization  increased
by $30,000 from $1.200 million for the nine months ended June 30, 2000 to $1.230
million  for the same  period  in 2001.  The  cost

                                    Page 12
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                  June 30, 2001

of average  interest-bearing  deposits  increased from 4.76% for the nine months
ended June 30,  2000 to 4.93% for the nine  months  ended June 30,  2001,  which
caused interest  expense for deposits to increase by $42,000.  A decrease in the
volume of average  interest-bearing  deposits from $33.606  million for the nine
months ended June 30, 2000 to $33.264 million for the nine months ended June 30,
2001, resulted in a $12,000 decrease in interest expense for deposits.

Interest  expense for advances from the FHLB increased by $156,000 from $668,000
for the nine months ended June 30, 2000 to $824,000 for the same period in 2001.
The cost of average interest-bearing advances from the FHLB increased from 5.63%
for the nine  months  ended June 30,  2000 to 6.39% for the same period in 2001.
This increase in the cost of average interest-bearing  advances caused a $94,000
increase in interest expense. Average  interest-bearing  advances increased from
$15.820 million for the nine month period ended June 30, 2000 to $17.265 million
for the nine month period ended June 30, 2001,  resulting in a $65,000  increase
in interest expense for advances.

Net Interest  Income.  Net  interest  income  decreased by $142,000  from $1.366
million for the nine months  ended June 30, 2000 to $1.224  million for the nine
months ended June 30, 2001. The increase in average interest-bearing liabilities
was not offset by a corresponding increase in average interest-earning assets as
evidenced  by the  decrease of the ratio of average  interest-earning  assets to
average  interest-bearing  liabilities  from 126.39% in 2000 to 124.88% in 2001.
The increase in the cost and volume of average interest-bearing liabilities were
the major factors for the decrease in net interest income.

Net interest margin decreased from 2.92% for the nine months ended June 30, 2000
to 2.59% for the nine months ended June 30,  2001.  The decrease in net interest
margin was  primarily  caused by the  disproportionate  increase  in the cost of
interest-bearing liabilities compared to interest-earning assets.

Provision  for Loan  Losses.  No provision  was recorded  during the nine months
ended June 30, 2001 and 2000.  There was $7,000 in loan charge-offs for the nine
months ended June 30, 2001 while recoveries totaled $45,000.  In the nine months
ended June 30,  2000,  there was $12,000 in loan  charge-offs  while  recoveries
totaled $37,000.

Total Non-interest  Income.  Total non-interest income increased by $21,000 from
$64,000 for the nine  months  ended June 30, 2000 to $85,000 for the nine months
ended June 30, 2001 primarily due to an increase in customer service charges.

Total Non-interest  Expense.  Total  non-interest  expense increased by $284,000
from $761,000 for the nine months ended June 30, 2000 to $1.045  million for the
nine months ended June 30, 2001. There were increases in compensation, occupancy
and equipment,  data processing  costs,  professional  fees, loss on disposal of
equipment, amortization of goodwill and other non-interest expenses.

Provision  for Income  Taxes.  The  effective tax rate for the nine months ended
June 30, 2001 and 2000 was 29.16% and 28.55%,  respectively.  The  effective tax
rate is lower than the expected tax rate of 34% due to permanent tax differences
arising from the dividends received deduction and tax exempt interest income.

CAPITAL COMPLIANCE AND LIQUIDITY
--------------------------------

Capital Compliance.  The following table presents the Bank's compliance with its
regulatory capital

                                    Page 13
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                  June 30, 2001

requirements:


                                                    At June 30, 2001
                                                -----------------------
                                                          Percentage
                                                 Amount   of Assets (2)
                                                --------  -------------
                                                (Dollars in thousands)
GAAP Capital...............................     $ 11,611

Tangible capital...........................     $ 11,423         16.83%
Tangible capital requirement...............        1,018          1.50%
                                                --------         -----
Excess.....................................     $ 10,405         15.33%
                                                ========         =====

Core capital...............................     $ 11,423         16.83%
Core capital requirements..................        2,036          3.00%
                                                -- -----         -----
Excess.....................................     $  9,387         13.83%
                                                ========         =====

Total risk-based capital (1)...............     $ 11,737         36.49%
Total risk-based capital requirement (1)...        2,573          8.00%
                                                -- -----         -----
Excess (1).................................     $  9,164         28.49%
                                                ========         =====

1)  Based on risk-weighted assets of $32,168
2)  Based on the Bank's adjusted total assets of $67,856

Management believes that, under current  regulations,  the Bank will continue to
meet its minimum capital  requirements in the foreseeable future.  Events beyond
the control of the Bank,  such as increased  interest rates or a downturn in the
economy  in areas in which  the Bank  operates  could  adversely  affect  future
earnings  and, as a result,  the ability of the Bank to meet its future  minimum
capital requirements.

The Bank,  before and after any  proposed  capital  distributions,  must meet or
exceed  all  capital  requirements.  The  Bank  is  permitted  to  make  capital
distributions  with prior notice to the Office of Thrift  Supervision during any
calendar  year up to a total of current  year net income and the  preceding  two
years net income less  dividends  paid during the previous  two years.  The Bank
currently   exceeds  all  capital   requirements   and  has  been   assessed  as
"well-capitalized" under the regulatory guidelines.

Liquidity.  The Bank, pursuant to federal  regulations,  is required to maintain
sufficient liquidity to insure its safe an sound operation. The Bank's liquidity
is a measure of its ability to fund loans,  pay  withdrawals  of  deposits,  and
other cash outflows in an efficient,  cost effective manner.  The Bank's primary
source of funds are deposits and scheduled amortization and prepayment of loans.
During the past several  years,  the Bank has used such funds  primarily to fund
maturing  time  deposits,  pay savings  withdrawals,  fund lending  commitments,
purchase new investments,  and increase liquidity. The Bank funds its operations
internally  but  supplements  with borrowed  funds from the FHLB. As of June 30,
2001 such borrowed  funds totaled  $16.000  million.  Loan payments and maturing
investments  are  greatly   influenced  by  general  interest  rates,   economic
conditions and competition.

The amount of  certificate  accounts and FHLB  advances,  which are scheduled to
mature during the twelve months  ending June 30, 2002 is  approximately  $16.835
million and $12.000 million,  respectively. To the extent that these deposits do
not remain at the Bank upon  maturity,  the Bank  believes  that it can  replace


                                    Page 14
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                  June 30, 2001

these  funds  with  deposits,   excess  liquidity,   FHLB  advances  or  outside
borrowings. It has been the Bank's experience that a substantial portion of such
maturing deposits remain at the Bank. No assurances,  however,  can be made that
deposits can be maintained in the future without further  increasing the cost of
funds if interest rates continue to increase.

At June 30, 2001, the Bank had loan  commitments  outstanding of $1.204 million.
Funds  required to fill these  commitments  are derived  primarily  from current
excess  liquidity,  deposit  inflows or loan and investment and  mortgage-backed
security repayments, and, if necessary, through FHLB advances.

The  Company's  primary  source of liquidity on a stand alone basis is dividends
received from the Bank. As indicated above under "Capital Compliance", dividends
paid by the Bank are subject to regulatory restrictions.  The Bank paid $330,000
in dividends  for the nine months  ended June 30,  2001,  to the Company for the
payment of cash dividends to stockholders.

KEY OPERATING RATIOS
--------------------

<TABLE>
<CAPTION>
                                                  Three Months Ended           Nine Months Ended
                                                        June 30,                    June 30,
                                                -----------------------     ----------------------
                                                 2001 (1)      2000 (1)     2001 (1)      2000 (1)
                                                 --------      --------     --------      --------
                                                  (Dollars in thousands, except per share data)
                                                                    (Unaudited)
<S>                                             <C>           <C>          <C>           <C>
Return on average assets                          0.36%         0.99%        0.38%         1.00%
Return on average equity                          1.78%         4.82%        1.86%         4.86%
Interest rate spread                              1.62%         1.83%        1.50%         1.86%
Net interest margin                               2.62%         2.90%        2.59%         2.92%
Non-interest expense to average assets            2.23%         1.71%        2.14%         1.61%
Net charge-offs to average outstanding loans     (0.04%)        0.01%       (0.10%)       (0.08%)
</TABLE>

                                               At June 30,    At September
                                                  2001          30, 2000
                                            --------------  ----------------
Nonaccrual and 90 days past due
   loans                                        $    182            $     62
Repossessed real estate, held under
   judgment                                           --                  --
                                            ------------    ----------------
  Total nonperforming assets                    $   182             $    62
                                            ============    ================
Nonperforming loans to gross loans                0.49%               0.20%
Nonperforming assets to total assets              0.26%               0.10%
Book value per share (2)                        $17.10              $16.73

----------------
(1)  The ratios for the three-month periods are annualized.
(2)  The number of shares outstanding as of June 30, 2001 and September 30, 2000
     was 787,524 and 782,024,  respectively.  These include shares  purchased by
     the ESOP.

                                    Page 15
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.  Legal Proceedings
         -----------------

         Neither the Company nor the Bank was engaged in any legal proceeding of
         a material nature at June 30, 2001. From time to time, the Company is a
         party to legal  proceedings in the ordinary course of business  wherein
         it enforces its security interest in loans.

Item 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------

         Not applicable.

Item 3.  Defaults Upon Senior Securities
         -------------------------------

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         Not applicable.

Item 5.  Other Information
         -----------------

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a)      Exhibits

                  None

         (b)      Reports on Form 8-K

                  None.


                                    Page 16
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                                   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.


                                CRAZY WOMAN CREEK BANCORP INCORPORATED



Date: August 14, 2001           By: /s/ Deane D. Bjerke
                                     -------------------------------------------
                                     Deane D. Bjerke
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)



Date: August 14, 2001           By: /s/ John B. Snyder
                                    --------------------------------------------
                                    John B. Snyder
                                    Vice President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)