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 March 31, 1999

                                       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 May 7, 1999:  885,061

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

           Consolidated Condensed Statements of Financial Condition at
           March 31, 1999 (unaudited) and September 30, 1998 (audited)         1

           Consolidated Condensed Statements of Income for the three
           and six months ended March 31, 1999 and 1998 (unaudited)            2

           Consolidated Condensed Statements of Stockholders'
           Equity and Comprehensive Income for the six months
           ended March 31, 1999 and 1998 (unaudited)                           3
           
           Consolidated Condensed Statements of Cash Flows for the
           six months ended March 31, 1999 and 1998 (unaudited)                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                                                  16
Item 2.    Changes in Securities                                              16
Item 3.    Defaults upon Senior Securities                                    16
Item 4.    Submission of Matters to a Vote of Security Holders                16
Item 5.    Other Information                                                  16
Item 6.    Exhibits and Reports on Form 8-K                                   17

SIGNATURES


<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Consolidated Condensed Statements of Financial Condition

<TABLE>
<CAPTION>
                                                                     March 31,           September 30,
                                                                       1999                   1998
                                                                   -------------         -------------
                                                                    (unaudited)            (audited)
                                                                   (In thousands, except share and per
Assets                                                                         share data)
------
<S>                                                               <C>                    <C>     
Cash and cash equivalents                                             $   808                $  1,562
Interest-bearing time deposits                                             99                      99
Investment and mortgage-backed securities available-for-sale           30,269                  24,635
Investment and mortgage-backed securities held-to-maturity
  (estimated market value of $4,021 at September 30, 1998)                 --                   3,938
Stock in Federal Home Loan Bank of Seattle, at cost                       953                     917
Loans receivable, net                                                  30,534                  29,986
Accrued interest receivable                                               580                     538
Real estate held in judgment                                              193                      --
Premises and equipment, net                                               385                     398
Income tax receivable                                                      20                      39
Other assets                                                               30                      42
                                                                    ---------               ---------
    Total assets                                                      $63,871                 $62,154
                                                                    =========               =========
Liabilities and Stockholders' Equity
------------------------------------
Liabilities
  Deposits                                                            $32,451                 $32,913
  Advances from Federal Home Loan Bank                                 16,500                  14,650
  Advances from borrowers for taxes and insurance                          37                      64
  Deferred income taxes                                                   170                     211
  Dividends payable                                                        91                      91
  Accrued expenses and other liabilities                                  436                     189
                                                                    ---------               ---------
    Total liabilities                                                  49,685                  48,118
                                                                    ---------               ---------
Stockholders' equity
  Preferred stock, par value $.10 per share, 2,000,000 shares              --                      --
     authorized; none issued and outstanding
  Common stock, par value $.10 per share, 5,000,000 shares                106                     106
     authorized; 1,058,000 issued
  Additional paid-in surplus                                           10,091                  10,083
  Unearned ESOP/MSBP shares                                              (624)                   (671)
  Retained earnings, substantially restricted                           6,912                   6,737
  Treasury stock, at cost 148,739 shares                               (2,427)                 (2,427)
  Accumulated other comprehensive income                                  128                     208
                                                                    ---------               ---------
    Total stockholders' equity                                         14,186                  14,036
                                                                    ---------               ---------
    Total liabilities and stockholders' equity                        $63,871                 $62,154
                                                                    =========               =========
</TABLE>

See notes to consolidated condensed financial statements.

                                     Page 1

<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Consolidated Condensed Statements of Income

<TABLE>
<CAPTION>

                                                                 Three Months Ended          Six Months Ended
                                                                       March 31,                  March 31,
                                                               -----------------------    -----------------------
                                                                  1999         1998         1999          1998
                                                               ----------    ---------    ---------    ----------
                                                                                  (Unaudited)
                                                                 (Dollars in thousands except per share data)
<S>                                                          <C>           <C>          <C>          <C>   
Interest Income:
  Loans receivable                                               $  598        $  609       $1,211       $1,208
  Mortgage-backed securities                                        124           165          230          344
  Investment securities                                             312           316          628          642
  Interest bearing time deposits                                      1             1            2            3
  Other                                                              34            24           87           49
                                                               ---------     ---------    ---------    ---------
     Total interest income                                        1,069         1,115        2,158        2,246
Interest expense:
  Deposits                                                          396           375          799          757
  Advances from Federal Home Loan Bank                              195           229          397          459
                                                               ---------     ---------    ---------    ---------
     Total interest expense                                         591           604        1,196        1,216
                                                               ---------     ---------    ---------    ---------
     Net interest income                                            478           511          962        1,030
Provision for loan losses                                            --             6            6            6
                                                               ---------     ---------    ---------    ---------
     Net interest income after provision for loan losses            478           505          956        1,024
                                                               ---------     ---------    ---------    ---------
Non-interest income:
  Customer service charges                                           10            12           20           24
  Gain on sale of investment and mortgage-backed
     securities                                                      --             3           --            3
  Other operating income                                             12            12           28           21
                                                               ---------     ---------    ---------    ---------
     Total non-interest income                                       22            27           48           48
                                                               ---------     ---------    ---------    ---------
Non-interest expense:
  Compensation and benefits                                         135           129          263          267
  Occupancy and equipment                                            23            20           44           41
  FDIC/SAIF deposit insurance premiums                                5             5            9            9
  Advertising                                                        10             7           19           16
  Data processing services                                           26            25           53           50
  Loss on sale of premises and equipment                             --            --           --            3
  Other                                                              69            62          122          119
                                                               ---------     ---------    ---------    ---------
     Total non-interest expense                                     268           248          510          505
                                                               ---------     ---------    ---------    ---------
     Income before income taxes                                     232           284          494          567
Income tax expense                                                   70            97          150          190
                                                               ---------     ---------    ---------    ---------
     Net income                                                  $  162        $  187       $  344       $  377
                                                               =========     =========    =========    =========

Dividends declared per common share                              $ 0.10        $ 0.10       $ 0.20       $ 0.20
                                                               =========     =========    =========    =========
Basic earnings per common share                                  $ 0.19        $ 0.21       $ 0.40       $ 0.42
                                                               =========     =========     =========   =========
Diluted earnings per common share                                $ 0.19        $ 0.20       $ 0.39       $ 0.41
                                                               =========     =========    =========    =========
</TABLE>

See notes to consolidated condensed financial statements.

                                     Page 2

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                      Consolidated Condensed Statements of
                  Stockholders' Equity and Comprehensive Income
                    Six months ended March 31, 1999 and 1998
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                      Unearned                          Accumulated
                                                         Additional     ESOP/                             other            Total
                                                Common     paid-in      MSBP     Retained   Treasury   comprehensive   stockholders'
                                                stock      capital     shares    earnings     stock       income          equity
                                                ------    ---------   -------    --------   ---------  -------------   -------------
<S>                                           <C>       <C>         <C>        <C>        <C>             <C>        <C>    
Balances at September 30, 1997                   $106      $10,042     $ (809)    $6,377      $(1,582)       $  77         $14,211
Comprehensive income:                                                                                                   
  Net income                                       --           --         --        377           --           --             377
  Unrealized gains on available-for-sale                                                                                
    investment securities, net                     --           --         --         --           --           59              59
                                                                                                                          ---------
      Total comprehensive income                                                                                               436
Tax benefit from stock related compensation        --           14         --         --           --           --              14
ESOP shares committed to be released               --           13         23         --           --           --              36
MSBP shares vested                                 --           --         30         --           --           --              30
Cash dividends declared ($.20 per share)           --           --         --       (178)          --           --            (178)
                                                ------    ---------   -------    --------   ---------      --------       ---------
Balances at March 31, 1998                       $106      $10,069      $(756)    $6,576      $(1,582)      $  136         $14,549
                                                ======    =========   =======    ========   =========      ========       =========
                                                                                                                        
Balances at September 30, 1998                   $106      $10,083      $(671)    $6,737      $(2,427)       $ 208         $14,036
Comprehensive income:                                                                                                   
  Net income                                       --           --         --        344           --                          344
  Unrealized gains on available-for-sale                                                                                
    investment securities, net                     --           --         --         --           --         (135)           (135)
  Effect of change in classification of                                                                                 
    investment securities                          --           --         --         --           --           55              55
                                                                                                                         ----------
      Total comprehensive income                                                                                               264
Tax benefit from stock related compensation        --            1         --         --           --           --               1
ESOP shares committed to be released               --            7         23         --           --           --              30
MSBP shares vested                                 --           --         24         --           --           --              24
Cash dividends declared ($.20 per share)           --           --         --       (169)          --           --            (169)
                                                ------    ---------   -------    --------   ---------     ---------      ----------
Balances at March 31, 1999                       $106      $10,091     $ (624)    $6,912     $ (2,427)       $ 128         $14,186
                                                ======    =========   =======    ========  ==========     =========      ==========
</TABLE>                                                  
                                                        
See notes to consolidated condensed financial statements.

                                     Page 3

<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                 Consolidated Condensed Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                        Six Months Ended
                                                                                                             March 31,
                                                                                                   ----------------------------
                                                                                                       1999            1998
                                                                                                   ------------     -----------
                                                                                                          (In thousands)
                                                                                                            (Unaudited)
<S>                                                                                             <C>                <C>
Cash flows from operating activities:                                                                        
  Net income                                                                                        $    344           $    377
  Adjustments to reconcile net income to net cash provided by operating activities:
    Provision for loan losses                                                                              6                  6
    Amortization of premiums and discounts on securities available-for-sale                               12                  1
    Amortization of premiums and discounts on securities held-to-maturity                                 --                  1
    Federal Home Loan Bank stock dividends                                                               (36)               (33)
    Depreciation                                                                                          18                 24
    Dividends reinvested                                                                                 (35)               (26)
    Deferred loan origination fees, net                                                                   23                  4
    Gain on sale of securities                                                                            --                 (3)
    Loss on sale of premises and equipment                                                                --                  3
    ESOP shares committed to be released                                                                  30                 36
    MSBP deferred compensation                                                                            24                 30
Change in:
        Accrued interest receivable                                                                      (42)               (29)
        Income tax receivable                                                                             20                 --
        Other assets                                                                                      12                 15
        Income taxes payable                                                                              --               (103)
        Deferred income taxes                                                                             --                (13)
        Accrued expenses and other liabilities                                                           247                 46
                                                                                                  ----------        -----------
           Net cash provided by operating activities                                                     623                336
                                                                                                  ----------        -----------
Cash flows from investing activities:
  Purchases of securities available-for-sale                                                         (10,502)           (13,164)
  Maturities and calls of securities available-for-sale                                                8,708              8,623
  Maturities and calls of securities held-to-maturity                                                     --              2,820
  Proceeds from the sale of securities available-for-sale                                                 --                430
  Purchase of Federal Home Loan Bank stock                                                                --                (49)
  Origination of loans receivable                                                                     (5,985)            (4,563)
  Repayment of principal on loans receivable                                                           5,215              4,247
  Purchase of premises and equipment                                                                      (5)                (6)
                                                                                                  ----------        -----------
    Net cash used by investing activities                                                             (2,569)            (1,662)
                                                                                                  ----------        -----------
Cash flows from financing activities:
  Net change in deposits                                                                                (462)             1,121
  Advances from Federal Home Loan Bank                                                                15,250             11,950
  Repayment of advances from Federal Home Loan Bank                                                  (13,400)           (11,600)
  Net change in advances from borrowers for taxes and insurance                                          (27)               (26)
  Dividends paid to stockholders                                                                        (169)              (178)
                                                                                                  ----------        -----------
    Net cash provided by financing activities                                                          1,192              1,267
                                                                                                  ----------        -----------
Net decrease in cash and cash equivalents                                                               (754)               (59)
Cash and cash equivalents at beginning of period                                                       1,562              1,194
                                                                                                  ----------        -----------
Cash and cash equivalents at end of period                                                          $    808            $ 1,135
                                                                                                  ==========        ===========
See notes to consolidated condensed financial statements.

</TABLE>

                                     Page 4
<PAGE>

              Notes to Consolidated Condensed Financial Statements

                                 March 31, 1999


NOTE 1:  BASIS OF PRESENTATION

The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted  accounting  principles  ("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 of Crazy
Woman Creek Bancorp  Incorporated  (the  "Company") for the Year Ended September
30, 1998.

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 six months ended March 31, 1999 and 1998
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.

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-Q
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,  objective,  expectations,  estimates  and
intentions,  that are subject to change based of 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.

                                     Page 5

<PAGE>
                   Notes to Consolidated Financial Statements

                                 March 31, 1999

NOTE 2:  RECENT ACCOUNTING PRONOUNCEMENTS

Effective  October 1, 1998,  the Company  adopted the provisions of Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  Accounting  for  Derivative
Instruments and Hedging  Activities (SFAS 133). SFAS 133 establishes  accounting
and reporting  standards that every  derivative  instrument  (including  certain
derivative instruments embedded in other contracts) be recorded in the statement
of  financial  condition  as either an asset or  liability  measured at its fair
value.  SFAS 133  requires  that  changes  in the fair  value of the  derivative
instruments be recognized currently in earnings unless specific hedge accounting
criteria  are met.  The  adoption  of SFAS 133 had no  impact  on the  financial
statements of the Company except that it allowed for a one-time reclassification
of  the  investment  portfolio  from   held-to-maturity  to  either  trading  or
available-for-sale.  The net effect on the  statement of financial  condition of
this  reclassification was an increase in total assets of $84,000,  deferred tax
liabilities of $29,000 and unrealized gains on securities  available-for-sale of
$55,000. (See also Note 3: Comprehensive Income).

NOTE 3:  COMPREHENSIVE INCOME

Effective  October  1,  1998,  the  Company  adopted  SFAS  No.  130,  Reporting
Comprehensive   Income  (SFAS  130).  SFAS  130  requires  companies  to  report
comprehensive  income,  which  includes net income,  as well as other changes in
stockholders'  equity that result from  transactions  and economic  events other
than  those  with  stockholders.  The  Company's  only  significant  element  of
comprehensive  income  is  unrealized  gains and  losses  on  available-for-sale
securities.  There were no  reclassification  adjustments to other comprehensive
income for  holding  gains and losses  realized  during  either of the  periods.
Unrealized  gains/(losses) reported as other comprehensive income during the six
months  ending  March  31,  1999  and 1998 are net of  related  income  taxes of
$(47,000) and $29,000, respectively.

NOTE 4:  EARNINGS PER SHARE

The Company has adopted the provisions of SFAS No. 128, Earnings Per Share. SFAS
No. 128  replaces the  presentation  of primary and fully  diluted  earnings per
share  ("EPS")  with the  presentation  of basic and diluted  EPS.  Basic 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.

<TABLE>
<CAPTION>
                                                       For the three months ended March 31, 1999
                                                   -------------------------------------------------
                                                                       Average           Per-Share
                                                       Income           Shares             Amount
                                                   --------------    --------------    -------------
<S>                                                <C>                    <C>            <C>   
Basic EPS
  Net income available to common stockholders        $   162,000            869,056        $ 0.19
                                                                                             ====
Effect of Dilutive Securities
  Incremental shares under stock option plan                --                3,427
  Incremental shares related to MSBP                        --                   99
                                                     -----------           --------
Diluted EPS
  Income available to common stockholders plus
assumed conversions                                  $   162,000            872,582        $ 0.19
                                                     ===========           ========          ====
</TABLE>

                                     Page 6

<PAGE>
                   Notes to Consolidated Financial Statements

                                 March 31, 1999

<TABLE>
<CAPTION>
                                                     For the three months ended March 31, 1998
                                                    ------------------------------------------
                                                                      Average       Per-Share
                                                     Income            Shares        Amount
                                                    --------         ---------     ----------     
<S>                                               <C>               <C>            <C>   
Basic EPS
  Net income available to common stockholders       $187,000          906,442        $ 0.21
                                                                                       ====
Effect of Dilutive Securities
  Incremental shares under stock option plan            --             20,536
  Incremental shares related to MSBP                    --              4,085
                                                     -------          -------        
Diluted EPS
  Income available to common stockholders plus
assumed conversions                                 $187,000          931,063        $ 0.20
                                                     =======          =======          ====
</TABLE>

<TABLE>
<CAPTION>
                                                      For the six months ended March 31, 1999
                                                    ------------------------------------------
                                                                      Average       Per-Share
                                                     Income            Shares        Amount
                                                    --------         ---------     ----------     
<S>                                               <C>               <C>            <C>   
Basic EPS
  Net income available to common stockholders       $344,000         867,987        $ 0.40
                                                                                      ====
Effect of Dilutive Securities
  Incremental shares under stock option plan           --              5,480
  Incremental shares related to MSBP                   --                424
                                                     -------         -------        
Diluted EPS
  Income available to common stockholders plus
assumed conversions                                 $344,000         873,987        $ 0.39
                                                     =======         =======          ====
</TABLE>

<TABLE>
<CAPTION>
                                                      For the six months ended March 31, 1998
                                                    ------------------------------------------
                                                                      Average       Per-Share
                                                     Income            Shares        Amount
                                                    --------         ---------     ----------     
<S>                                               <C>               <C>            <C>   
Basic EPS
  Net income available to common stockholders       $377,000          905,268        $ 0.42
                                                                                      =====
Effect of Dilutive Securities
  Incremental shares under stock option plan           --              18,777
  Incremental shares related to MSBP                   --               3,021
                                                     -------          -------        
Diluted EPS
  Income available to common stockholders plus
assumed conversions                                 $377,000          927,067        $ 0.41
                                                     =======          =======          ====
</TABLE>


                                     Page 7

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


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, loans to the ESOP
and to the Bank,  and  shares in three  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 originates home equity,  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 U.S. Agency securities.  To a lesser extent, the
Bank originates  commercial real estate loans and business loans.  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's net earnings  are  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  liabilities.  Net interest
income  is  determined  by  (i)  the   difference   between   yields  earned  on
interest-earning assets and rate 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 earnings also are
affected  by the level of  non-interest  income,  which  primarily  consists  of
service  charges and other  operating  income.  In  addition,  net  earnings are
affected by the level of non-interest (general and administrative) expenses.

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

At March 31, 1999,  assets totaled  $63.87  million  compared to total assets of
$62.15 million at September 30, 1998. Asset growth was primarily attributed to a
$5.63 million  increase in  investments  securities  available-for-sale  and the
related $3.94 million decrease in  held-to-maturity  securities,  as a result of
the one time  reclassification  permitted by SFAS No. 133. Net loans  receivable
also  increased  by $548,000 and cash  decreased  by $754,000.  Real estate held
under judgment  increased  $193,000 from the  repossession  of two single family
homes.  Deposits decreased by $462,000 from $32.91 million at September 30, 1998
to $32.45  million at March 31,  1999  primarily  as a result of a  decrease  in
passbook  savings and Now accounts.  Advances  from the FHLB  increased by $1.85
million to $16.50  million at March 31, 1999, to offset the decrease in deposits
and purchase of investment securities.

At March 31, 1999,  stockholders'  equity  totaled  $14.19  million or 22.21% of
total assets  compared to $14.04  million or 22.59% of total assets at September
30, 1998.  The increase in  stockholders'  equity was primarily due to continued
earnings.  The  increase in  stockholders'  equity was  somewhat  offset by cash
dividends  of  $169,000  and a  decrease  in  the  market  value  of  investment
securities available-for-sale.

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

Non-performing  assets  totaled  $302,000 at March 31,  1999,  or 0.47% of total
assets.  This  compares  to  $225,000  at  September  30, 1998 or 0.36% of total
assets. Non-performing loans at March 31, 1999 were comprised of one residential
home loans,  four  consumer  loans and two single family  residences  held under
judgment.

                                     Page 8

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)

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

Comparison of Six Months Ended March 31, 1999 and 1998.
------------------------------------------------------

Net Income.  Net income for the six months ended March 31, 1999 totaled $344,000
compared to $377,000  for the six months  ended March 31,  1998.  Net income was
lower in 1999 than in 1998  primarily due to a $68,000  decrease in net interest
income. Federal tax expense was $40,000 lower in 1999 than in 1998 primarily due
to a decrease in net income  before tax  expense and an increase in  non-taxable
investments.

Interest Income. For the six months ended March 31, 1999 interest income totaled
$2.16 million compared to $2.25 million for the six months ended March 31, 1998.
An increase in the volume of average  earning assets from $59.71 million for the
six months  ended March 31,  1998 to $60.06  million for the same period in 1999
caused interest income to increase by $33,000. A decrease was experienced in the
yield on average  earning  assets from 7.52% for the six months  ended March 31,
1998 to 7.19% for the six months ended March 31,  1999,  which  attributed  to a
$121,000 decrease interest income.

Interest Expense. Total interest expense decreased by $20,000 from $1.22 million
for the six months ended March 31, 1998 to $1.20  million for the same period in
1999.  This was primarily a result of a increase in the volume and a decrease in
the cost of average interest-bearing liabilities.

The cost of average  interest-bearing  deposits increased from 5.05% for the six
months  ended March 31, 1998 to 5.23% for the six months  ended March 31,  1999,
which caused interest  expense for deposits to increase by $27,000.  An increase
in the volume of average  interest-bearing  deposits from $29.96 million for the
six months ended March 31, 1998 to $30.56 million for the six months ended March
31, 1999, resulted in a $15,000 increase in interest expense for deposits.

The cost of average interest-bearing advances from the FHLB decreased from 5.88%
for the six months  ended  March 31,  1998 to 5.15% for the same period in 1999.
This decrease in the cost of average interest-bearing  advances caused a $56,000
decrease in interest expense. Average  interest-bearing  advances decreased from
$15.61 million for the six months ended March 31, 1998 to $15.41 million for the
six month  period  ended  March 31,  1999,  resulting  in a $6,000  decrease  in
interest expense on FHLB advances.

Net Interest Income. Net interest income decreased by $68,000 from $1.03 million
for the six months  ended March 31, 1998 to  $962,000  for the six months  ended
March 31, 1999. The decrease in net interest income was primarily  caused by the
declining interest rates on the investment  portfolio and the loan portfolio but
was somewhat offset by the declining cost of liabilities.  Although the increase
in average  interest-bearing  liabilities  was  similar to the growth in average
interest-earning  assets as  evidenced  by the slight  decrease  of the ratio of
average  interest-earning  assets to average  interest-bearing  liabilities from
130.71% in 1998 to 130.64% in 1999, net interest income decreased.

Net interest  margin declined from 3.43% for the six months ended March 31, 1998
to 3.11% for the six months ended March 31,  1999.  The decrease in net interest
margin was primarily caused by the cost of average interest-bearing  liabilities
decreasing at a slower pace than the yield on average  interest  earning  assets
for the periods covered.

                                     Page 9

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)

Provisions  for Loan Losses.  The Company  recorded a $6,000  provision for loan
losses for the six months ended March 31, 1999 and 1998.  Loan  charge-offs  for
the six months ended March 31, 1999 totaled  $11,000  while  recoveries  totaled
$16,000.  In 1998, loan  charge-offs  totaled $39,000 while  recoveries  totaled
$7,000. In determining the provision for loan losses, management analyzes, among
other things,  the composition of the Bank's loan portfolio,  market  conditions
and the Bank's market area.  Management has determined that the reserve for loan
losses was  adequate to cover any  anticipated  credit  losses.  There can be no
assurance  that the  allowance for losses will be adequate to cover losses which
may in fact be realized in the future and that additional provisions will not be
required.

Total Non-interest  Income.  Total  non-interest  income was $48,000 for the six
months  ended March 31,  1999 and 1998.  Fees  generated  from  service  charges
decreased by $4,000,  other operating  income increased by $7,000 and there were
no sales of investment securities during the six months ended March 31, 1999.

Total Non-interest Expense.  Total non-interest expense increased by $4,000 from
$505,000  for the six months ended March 31, 1998 to $509,000 for the six months
ended March 31, 1999. The increase was primarily  attributed to small  increases
in expenses  related to occupancy and equipment,  advertising,  data  processing
services, and other non-interest expenses.  There were no significant changes in
the other components of non-interest expense.

Non-interest  expense  for the six months  ended March 31, 1999 does not contain
any direct  costs  associated  with the  Company's  efforts to upgrade  its data
processing  systems to address the change to the year 2000. The Company does not
believe  that its costs to comply  with the  change to the year 2000 will have a
material  effect on its  financial  position or results of  operation.  However,
despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business  relationships with the
Company,  such  as  customers,  vendors,  payment  system  providers  and  other
financial institutions,  makes it impossible to assure that a failure to achieve
compliance by one or more of these  entities  would not have a material  adverse
impact on the results of operation or financial condition of the Company.

Provision  for Income  Taxes.  The  effective  tax rate for the six months ended
March 31, 1999 and 1998 was 30.36% and 33.51%,  respectively.  The effective tax
rate decreased due to increased  investments in non-taxable  investments such as
municipal bonds.

Comparison of Three Months Ended March 31, 1999 and 1998.

Net  Income.  Net income  for the three  months  ended  March 31,  1999  totaled
$181,000  compared to $187,000 for the three  months  ended March 31, 1998.  Net
income was lower in 1999 than in 1998 primarily due to a $33,000 decrease in net
interest  income,  a $5,000 decrease in  non-interest  income and an increase of
$19,000 in non-interest  expense. Net income in 1998 were negatively affected by
a $6,000  provision  for loan losses.  Federal tax expense was $45,000  lower in
1999 than in 1998  primarily due to a decrease in income before income taxes and
an increase in non-taxable investments.

Interest  Income.  For the three months ended March 31,  1999,  interest  income
totaled $1.07 million compared to $1.12 million for the three months ended March
31,  1998.  An  increase  in the volume of average  earning  assets  from $60.11
million for the three months ended March 31, 1998 to $62.12 million for the same
period in 1999 caused  interest  income to increase by $74,000.  A decrease  was
experienced  in the yield on  average  earning  assets  from 7.42% for the three
months  ended March 31, 1998 to 6.88% for the three months ended March 31, 1999,
which attributed to a $120,000 decrease in interest income.

                                    Page 10

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)


Interest Expense.  Total interest expense decreased by $13,000 from $604,000 for
the three months ended March 31, 1998 to $591,000 million for the same period in
1999. This was primarily a result of an increase in the volume and a decrease in
the cost of average interest-bearing liabilities.

The cost of average interest-bearing deposits decreased from 4.99% for the three
months  ended March 31, 1998 to 4.74% for the three months ended March 31, 1999,
which caused interest  expense for deposits to decrease by $20,000.  An increase
in the volume of average  interest-bearing  deposits from $30.06 million for the
three months  ended March 31, 1998 to $33.51  million for the three months ended
March 31, 1999, resulted in a $41,000 increase in interest expense for deposits.

The cost of average interest-bearing advances from the FHLB decreased from 5.80%
for the three  months ended March 31, 1998 to 5.35% for the same period in 1999.
This decrease in the cost of average interest-bearing  advances caused a $17,000
decrease in interest expense. Average  interest-bearing  advances decreased from
$15.78 million for the three month period ended March 31, 1998 to $14.59 million
for the three month period ended March 31, 1999, resulting in a $17,000 decrease
in interest expense for advances.

Net Interest Income.  Net interest income decreased by $33,000 from $511,000 for
the three  months  ended March 31, 1998 to $478,000  for the three  months ended
March 31, 1999. The decrease in net interest income was primarily  caused by the
declining interest rates on the investment  portfolio and the loan portfolio but
is somewhat offset by the declining cost of  liabilities.  Although the increase
in average  interest-bearing  liabilities  was  similar to the growth in average
interest-earning  assets as  evidenced  by the slight  decrease  of the ratio of
average  interest-earning  assets to average  interest-bearing  liabilities from
131.11% in 1998 to 129.15% in 1999, net interest income decreased.

Net  interest  margin  declined  from 3.36% for the three months ended March 31,
1998 to 3.08% for the three  months  ended March 31,  1999.  The decrease in net
interest  margin was  primarily  caused by the cost of average  interest-bearing
liabilities  decreasing  at a slower  pace  than the yield on  average  interest
earning assets for the periods covered.

Provisions  for Loan Losses.  The Company  recorded a $6,000  provision for loan
losses for the three  months ended March 31,  1998;  no  provision  was recorded
during the three  months ended March 31, 1999.  Loan  charge-offs  for the three
months ended March 31, 1999 totaled $6,000 while recoveries totaled $13,000.  In
1998, there were no loan charge-offs while recoveries  totaled $4,000.  See also
"Comparison  of Six Months  Ended March 31,  1999 and 1998 - Provision  for Loan
Losses."

Total Non-interest  Income.  Total non-interest  income decreased by $5,000 from
$27,000  for the three  months  ended  March 31,  1998 to $22,000  for the three
months  ended  March  31,  1999  primarily  due to an  slight  decrease  in fees
generated  from  service  charges  and no  gains  from  the  sale of  investment
securities in 1999.

Total Non-interest Expense. Total non-interest expense increased by $19,000 from
$248,000  for the three  months  ended March 31, 1998 to $267,000  for the three
months ended March 31, 1999.  The increase was primarily  attributed to a slight
increase  in  compensation,  occupancy  and  equipment,  advertising  and  other
non-interest expenses. There were no significant changes in the other components
of non-interest  expense.  See also "-- Comparison of Six Months Ended March 31,
1999 and 1998 -- Total Non-interest Expense."

Provision  for Income  Taxes.  The effective tax rate for the three months ended
March 31, 1999 and 1998 was 30.17% and 34.15%,  respectively.  The effective tax
rate decreased due to increased  investments in non-taxable  investments such as
municipal bonds.

                                    Page 11

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)


YEAR 2000
---------

The Year 2000 problem  exists  because many computer  programs use only the last
two  digits to refer to a year.  This  convention  could  affect  date-sensitive
calculations  that treat "00" as the year 1900,  rather that 2000. An additional
issue is that 1900 was not a leap  year,  whereas  the year 2000 is.  Therefore,
some programs may not properly provide for February 29, 2000. This anomaly could
result is miscalculations  when processing critical  date-sensitive  information
after December 31, 1999.

The following  discussion of the  implications  of the Year 2000 problem for the
Company  contains  numerous  forward-looking   statements  based  on  inherently
uncertain information. The cost of the project and the date on which the Company
plans to complete the internal Year 2000 modifications are based on management's
best estimates,  which were derived  utilizing a number of assumptions of future
events including the continued  availability of internal and external resources,
third party modifications and other factors.  However, there can be no guarantee
that these estimates will be achieved and actual results could differ. Moreover,
although management believes it will be able to make the necessary modifications
in advance,  there can be no guarantees  that failure to modify the systems will
not have a material adverse affect on the Company.

In  addition,  the  Company  places a high degree of reliance on its third party
processor and computer  systems of other  financial  institutions.  Although the
Company  is  assessing  the  readiness  of these  other  parties  and  preparing
contingency  plans,  there can be no  guarantee  that the failure of these other
parties to modify their  systems in advance of December 31, 1999 will not have a
material adverse affect on the Company.

During fiscal 1998, the Company adopted a Year 2000 Action Plan (the "Plan") and
established a Year 2000 Committee (the "Committee").  The objectives of the Plan
and the  Committee  are to  prepare  the  Company  for the  new  millennium.  As
recommended by the Federal Financial Institutions Examination Council ("FFIEC"),
the Plan encompasses the following phases:  Awareness,  Assessment,  Renovation,
Validation and Implementation.  These phases will enable the Company to identify
risks,   develop  an  action  plan,   perform   adequate  testing  and  complete
certification that its processing systems will be Year 2000 ready.  Execution of
the Plan is currently on  schedule.  The Company is currently in the  Renovation
phase, which includes program changes, hardware and software upgrades and system
replacements,  if necessary.  Concurrently,  the Company is also addressing some
issues  related  to  subsequent  phases.  Prioritization  of the  most  critical
applications has been addressed, along with contract and service agreements. The
primary  operating  software  for the Company is obtained and  maintained  by an
external  service  center (the  "Service  Center").  The Company has  maintained
ongoing contact with the Service Center so that modification of the software for
the Year 2000  readiness is a top  priority and is expected to be  accomplished,
though there is no assurance, by June 30, 1999. The Service Center has completed
its Renovation phase and is in the process of the Validation  phase. The Company
has contacted all other major  vendors and suppliers  regarding  their Year 2000
state of readiness.  Each of these third parties has delivered written assurance
to the  Company  that they  expect to be Year 2000  compliant  prior to the Year
2000. These third parties also supply,  at least  quarterly,  an update of their
progress.  The Company has contacted all material customers and  non-information
technology  suppliers  (i.e.,  utility systems,  telephone  systems and security
systems),  regarding  their Year 2000 state of readiness.  The Bank is unable to
test the Year 2000  readiness of our  significant  suppliers of utilities and is
relying on the utility companies' internal testing and representation to provide
the required services that drive the Bank's data systems.

                                    Page 12

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)


The Company's Renovation phase was substantially completed by February 28, 1999.
The  Validation  phase  involves  testing of changes to hardware  and  software,
accompanied  by monitoring  and testing with vendors.  The  Validation  phase is
targeted for completion by June 30, 1999. The Implementation phase is to certify
that systems are Year 2000 ready, along with assurances that any new systems are
compliant on a going-forward  basis.  The  Implementation  phase is targeted for
completion by September 30, 1999.

Costs will be incurred due to the  replacement  of  non-compliant  computers and
software. The Company does not anticipate that the related overall costs will be
material in any single year. In total,  the Company  estimated that its cost for
compliance will amount to approximately  $15,000 over the three year period from
1998-2000,  of which approximately $6,000 was incurred as of March 31, 1999. The
Company does not separately track the internal  personnel costs incurred for the
Year 2000  compliance.  No assurance can be given that the Year 2000  Compliance
Plan will be completed successfully by the Year 2000, in which event the Company
could incur  significant  costs.  If the Service Center is unable to resolve the
potential problem in time, the Company would likely experience  significant data
processing  delays,  mistakes or failures.  These  delays,  mistakes or failures
could have a  significant  adverse  impact on the  financial  statements  of the
Company.

One of the guidelines from the FFIEC is to establish a Contingency  Plan for all
possible Year 2000 failures. During fiscal 1998, the Company adopted a Year 2000
Contingency  Plan. The objective of the  Contingency  Plan is to prepare for any
Year 2000  failures.  These  failures  could result from  internal  software and
hardware,  the Service  Center,  and/or  third  parties  (utilities,  telephone,
suppliers,  and other banks).  The Contingency Plan is continually being revised
based on new  information  and  updates  on the Year 2000  conversions  of third
parties and other vendors.

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

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

                                                            At March 31, 1999
                                                       -------------------------
                                                                     Percentage
                                                          Amount      of Assets
                                                       ------------- -----------
                                                        (Dollars in thousands)
GAAP Capital......................................       $   11,925

Tangible capital..................................       $   12,004      19.18%
Tangible capital requirement......................              936       1.50%
                                                          ---------    -------
Excess............................................       $   11,068      17.68%
                                                          =========    =======

Core capital......................................       $   12,004      19.18%
Core capital requirements.........................            1,875       3.00%
                                                          ---------    -------
Excess............................................       $   10,129      16.18%
                                                          =========    =======

Total risk-based capital (1)......................       $   12,298      48.77%
Total risk-based capital requirement (1)..........            2,016       8.00%
                                                          ---------    -------
Excess (1)........................................       $   10,282      40.77%
                                                          =========    =======

1)  Based on risk-weighted assets of $25,214

                                    Page 13

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)


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.

Liquidity.  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 of  Seattle.  As of March 31,  1999 such  borrowed
funds totaled $16.50 million. Loan payments and maturing investments are greatly
influenced by general interest rates, economic conditions and competition.

The Bank is required  under federal  regulations to maintain  certain  specified
levels of "liquid  investments,"  which include certain United States government
obligations and other approved investments. Current regulations require the Bank
to maintain liquid assets of not less than 4% of its net  withdrawable  accounts
plus short-term borrowings. Those levels may be changed from time to time by the
regulators  to  reflect  current  economic  conditions.  The Bank has  generally
maintained  liquidity  far in  excess of  regulatory  requirements.  The  Bank's
regulatory  liquidity  was  63.89%  and  66.39%  at March  31,  1999  and  1998,
respectively.

The amount of  certificate  accounts  which are  scheduled to mature  during the
twelve  months ending March 31, 2000 is  approximately  $12.06  million.  To the
extent  that these  deposits do not remain at the Bank upon  maturity,  the Bank
believes that it can replace 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.

At March 31, 1999, the Bank had loan commitments outstanding of $880,000.  Funds
required to fill these  commitments  are derived  primarily  from current excess
liquidity,  deposit inflows or loan and investment and mortgage-backed  security
repayments.

IMPACT OF INFLATION AND CHANGING PRICES
---------------------------------------

The  consolidated  financial  statements of the  Corporation  and notes thereto,
presented  elsewhere  herein,  have been prepared in accordance with GAAP, which
require the measurement of financial  position and operating results in terms of
historical  dollars without  considering  the change in the relative  purchasing
power of money over time due to inflation.  The impact of inflation is reflected
in the increased cost of the  Corporation's  operations.  Unlike most industrial
companies,  nearly  all  the  assets  and  liabilities  of the  Corporation  are
financial.   As  a  result,   interest  rates  have  a  greater  impact  on  the
Corporation's  performance  than do the effects of general  levels of inflation.
Interest  rates do not  necessarily  move in the same  direction  or to the same
extent as the prices of goods and services.

                                    Page 14

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)


KEY OPERATING RATIOS
--------------------
<TABLE>
<CAPTION>
                                                             Three Months Ended                      Six Months Ended
                                                                  March 31,                             March 31,
                                                      ----------------------------------    -----------------------------------
                                                         1999 (1)           1998(1)            1999 (1)            1998 (1)
                                                      ---------------    ---------------    ---------------     ---------------
                                                                   (Dollars in thousands, except per share data)
                                                                                    (Unaudited)

<S>                                                        <C>                <C>                <C>                 <C>  
Return on average assets..........................             1.14%              1.22%              1.16%               1.24%
Return on average equity..........................             5.05%              5.14%              5.10%               5.23%
Interest rate spread..............................             1.96%              2.15%              1.96%               2.18%
Net interest margin...............................             3.08%              3.36%              3.11%               3.43%
Non-interest expense to average assets............             1.70%              1.62%              1.63%               1.66%
Net charge-offs to average outstanding loans......           (0.02)%            (0.03)%            (0.04)%               0.09%

</TABLE>

<TABLE>
<CAPTION>


                                                           At March 31,    At September 31,
                                                              1999                1998
                                                          ---------------------------------
<S>                                                       <C>                <C>   
Nonaccrual and 90 days past due loans.............            $  109             $  225
Repossessed real estate, held under judgment......               193                  0
  Total nonperforming assets......................               302                225
Allowance for loan losses to nonperforming 
  assets..........................................            97.58%            134.22%
Nonperforming loans to total loans................             0.99%              0.79%
Nonperforming assets to total assets..............             0.47%              0.36%
Book value per share (2)..........................            $15.60             $15.44

</TABLE>
----------------
(1)      The ratios for the three- and six-month periods are annualized.
(2)      The number of shares outstanding as of March 31, 1999 and September 30,
         1998 were 909,261.  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 March 31, 1999.  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
         ---------------------

                  Not applicable.

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

                  Not applicable.

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

         On  January  28,  1999,   the  Company  held  its  annual   meeting  of
         stockholders and the following items were presented:

         Election of Directors  Richard  Reimann and Sandra K. Todd for terms of
         three years ending 2002 and the ratification of the appointment of KPMG
         LLP as the Company's auditors for the 1999 fiscal year.

         Votes were as follows:

                                            For       Against      Withheld  
                                            ---       -------      --------  
                                         
         Richard Reimann                   513,891       --         11,961
         Sandra K. Todd                    513,891       --         11,961
                                         
         Ratification of KPMG LLP          515,474     10,141          237
                                  
Item 5.  Other Information
         -----------------

         The Company  announced  that the board of directors has  authorized the
         repurchase up to 45,463 shares (5%) of the Company's common stock. This
         repurchase  program  follows the repurchase of 148,739 shares of common
         stock since Buffalo Federal's mutual-to-stock conversion in March 1996.

         The repurchase will be made in open-market transactions over a one-year
         period subject to the  availability  of stock and pursuant to the terms
         of the  Company's  repurchase  plan.  Repurchased  shares  will  become
         authorized  but  unissued  shares  and  will be  utilized  for  general
         corporate  and other  purposes,  including  the  issuance  of shares in
         connection  with the exercise of stock options.  Any  repurchase  could
         have an  adverse  effect on the  Company's  ability to be listed on the
         Nasdaq SmallCap Market

                                    Page 16
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

                 (a)  Exhibits

                      Exhibit 27 -- Financial Disclosure Schedule (in electronic
                                    filing only)

                 (b)  Reports on Form 8-K

                      None.


                                    Page 17

<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: May 7, 1999                By:/s/Deane D. Bjerke  
                                    --------------------------------------------
                                    Deane D. Bjerke
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: May 7, 1999                By:/s/John B. Snyder
                                    --------------------------------------------
                                    John B. Snyder
                                    Vice President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)