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, 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 August 16, 1999:  863,798

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

<PAGE>



                     CRAZY WOMAN CREEK BANCORP INCORPORATED

                              INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                    <C>
PART I                 FINANCIAL INFORMATION
                       ---------------------

Item 1.                Financial Statements

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

                       Consolidated Condensed Statements of Income for the three and nine
                       months ended June 30, 1999 and 1998 (unaudited)                                   2

                       Consolidated Condensed Statements of Stockholders' Equity and
                       Comprehensive Income for the nine months ended June 30, 1999 and 1998             3
                       (unaudited)

                       Consolidated Condensed Statements of Cash Flows for the nine months
                       ended June 30, 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 and use of proceeds                                        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

</TABLE>


<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Consolidated Condensed Statements of Financial Condition
<TABLE>
<CAPTION>

                                                                                      June 30,             September 30,
                                                                                        1999                    1998
                                                                                  ------------------     -------------------
                                                                                     (unaudited)            (unaudited)
                                                                                     (In thousands, except share and per
Assets                                                                                           share data)
------
<S>                                                                                        <C>                     <C>
Cash and cash equivalents                                                                   $ 1,763                 $ 1,562
Interest-bearing time deposits                                                                   99                      99
Investment and mortgage-backed securities available-for-sale                                 28,425                  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                                             970                     917
Loans receivable, net                                                                        29,627                  29,986
Accrued interest receivable                                                                     494                     538
Real estate held in judgment                                                                    208                      --
Premises and equipment, net                                                                     399                     398
Income tax receivable                                                                            25                      39
Other assets                                                                                     40                      42
                                                                                  ------------------     -------------------
    Total assets                                                                            $62,050                 $62,154
                                                                                  ==================     ===================
Liabilities and Stockholders' Equity
Liabilities:
  Deposits                                                                                  $32,660                 $32,913
  Advances from Federal Home Loan Bank                                                       15,400                  14,650
  Advances from borrowers for taxes and insurance                                                54                      64
  Deferred income taxes                                                                          20                     211
  Dividends payable                                                                              87                      91
  Accrued expenses and other liabilities                                                        279                     189
                                                                                  ------------------     -------------------
    Total liabilities                                                                        48,500                  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
     authorized; 1,058,000 issued                                                               106                     106
  Additional paid-in surplus                                                                 10,094                  10,083
  Unearned ESOP/MSBP shares                                                                    (600)                   (671)
  Retained earnings, substantially restricted                                                 7,019                   6,737
  Treasury stock at cost, 185,739  and 148,739 shares at
     June 30, 1999 and September 30, 1998, respectively                                      (2,907)                 (2,427)
  Accumulated other comprehensive income (loss)                                                (162)                    208
                                                                                  ------------------     -------------------
    Total stockholders' equity                                                               13,550                  14,036
                                                                                  ------------------     -------------------
    Total liabilities and stockholders' equity                                              $62,050                 $62,154
                                                                                  ==================     ===================
See notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                                     Three Months Ended                 Nine Months Ended
                                                                          June 30,                           June 30,
                                                               -------------------------------    -------------------------------
                                                                   1999              1998             1999              1998
                                                               -------------     -------------    -------------     -------------
                                                                                          (Unaudited)
                                                                         (Dollars in thousands except per share data)
<S>                                                                 <C>               <C>            <C>               <C>
Interest Income:
  Loans receivable                                                   $  594            $  595           $1,805            $1,804
  Mortgage-backed securities                                            131               146              361               491
  Investment securities                                                 309               337              937               964
  Interest bearing time deposits                                          1                 1                3                 4
  Other                                                                  33                10              120                72
                                                               -------------     -------------    -------------     -------------
     Total interest income                                            1,068             1,089            3,226             3,335
Interest expense:
  Deposits                                                              389               381            1,188             1,138
  Advances from Federal Home Loan Bank                                  211               231              608               690
                                                                                 -------------
                                                               -------------                      -------------     -------------
     Total interest expense                                             600               612            1,796             1,828
                                                               -------------     -------------    -------------     -------------
     Net interest income                                                468               477            1,430             1,507
Provision for loan losses                                                --                 6                6                12
                                                                                 -------------
                                                               -------------                      -------------     -------------
     Net interest income after provision for loan losses                468               471            1,424             1,495
                                                               -------------     -------------    -------------     -------------
Non-interest income:
  Customer service charges                                               11                14               31                38
  Gain (loss) on sale of investment and mortgage-
     backed securities, net                                              (2)               --               (2)                3
  Other operating income                                                 14                11               42                32
                                                                                                  -------------
                                                               -------------     -------------                      -------------
     Total non-interest income                                           23                25               71                73
                                                               -------------     -------------    -------------     -------------
Non-interest expense:
  Compensation and benefits                                             129               137              392               404
  Occupancy and equipment                                                 9                21               53                62
  FDIC/SAIF deposit insurance premiums                                    5                 5               14                14
  Advertising                                                             7                 8               26                23
  Data processing services                                               25                24               78                74
  Loss on sale of premises and equipment                                 --                --               --                 3
  Other                                                                  51                48              173               168
                                                                                 -------------
                                                               -------------                      -------------     -------------
     Total non-interest expense                                         227               243              736               748
                                                               -------------     -------------    -------------     -------------
     Income before income taxes                                         264               253              759               820
Income tax expense                                                       76                81              226               271
                                                               =============     =============    =============     =============
     Net income                                                        $189              $172            $ 533             $ 549
                                                               =============     =============    =============     =============

Dividends declared per common share                                  $ 0.10            $ 0.10           $ 0.30            $ 0.30
                                                               =============                      =============     =============
                                                                                 =============
Basic earnings per common share                                      $ 0.22            $ 0.19           $ 0.62            $ 0.61
                                                               =============                      =============
                                                                                 =============                      =============
Diluted earnings per common share                                    $ 0.22            $ 0.18           $ 0.61            $ 0.59
                                                               =============     =============    =============     =============
</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 Nine months
                          ended June 30, 1999 and 1998
                      (In thousands, except per share data)
                                   (Unaudited)
<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        $14,211
  Comprehensive income:
    Net income                                     --          --        --         549          --            --            549
    Unrealized gains on available-for-sale
      investment securities, net                   --          --        --          --          --            90             90
                                                                                                                     --------------
        Total comprehensive income                                                                                           639
  Repurchase of 16,000 shares of common stock      --          --        --          --        (284)           --           (284)
  Tax benefit from stock related compensation      --          14        --          --          --            --             14
  ESOP shares committed to be released             --          21        34          --          --            --             55
  MSBP shares vested                               --          --        38          --          --            --             38
  Cash dividends declared ($.30 per share)         --          --        --        (266)         --            --           (266)
                                                -------  ----------  --------  ----------  ----------  ------------  -------------
  Balances at June 30, 1998                      $106     $10,077     $(737)     $6,660     $(1,866)       $  167        $14,407
                                                =======  ==========  ========  ==========  ==========  ============  =============

  Balances at September 30, 1998                 $106     $10,083     $(671)     $6,737     $(2,427)       $  208        $14,036
  Comprehensive income:
    Net income                                     --          --        --         533          --                          533
    Unrealized losses on available-for-sale
      investment securities, net                   --          --        --          --          --          (425)          (425)
    Effect of change in classification of
      investment securities, net                   --          --        --          --          --            55             55
                                                                                                                     --------------
        Total comprehensive income                                                                                           163
  Repurchase of 37,000 shares of common stock      --          --        --          --        (480)           --           (480)
  Tax benefit from stock related compensation      --           1        --          --          --            --              1
  ESOP shares committed to be released             --          10        35          --          --            --             45
  MSBP shares vested                               --          --        36          --          --            --             36
  Cash dividends declared ($.30 per share)         --          --        --        (251)         --            --           (251)
                                                -------  ----------  --------  ----------  ----------  ------------  -------------
  Balances at June 30, 1999                      $106     $10,094     $(600)     $7,019     $(2,907)       $ (162)       $13,550
                                                =======  ==========  ========  ==========  ==========  ============  =============
</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>
                                                                                                      Nine months Ended
                                                                                                          June 30,
                                                                                              ----------------------------------
                                                                                                   1999               1998
                                                                                              --------------- -- ---------------
                                                                                                       (In thousands)
Cash flows from operating activities:                                                                    (Unaudited)
<S>                                                                                                 <C>               <C>
  Net income                                                                                        $    533           $    549
  Adjustments  to  reconcile  net  income  to net  cash  provided  by  operating
activities:
    Provision for loan losses                                                                              6                 12
    Amortization of premiums and discounts on securities available-for-sale                               16                  3
    Amortization of premiums and discounts on securities held-to-maturity                                 --                  3
    Federal Home Loan Bank stock dividends                                                               (53)               (50)
    Depreciation                                                                                          30                 37
    Dividends reinvested                                                                                 (38)               (26)
    Deferred loan origination fees, net                                                                   27                 10
    Loss (gain) on sale of securities                                                                      2                 (3)
    Loss on sale of premises and equipment                                                                --                  3
    ESOP shares committed to be released                                                                  45                 55
    MSBP deferred compensation                                                                            36                 38
Change in:
        Accrued interest receivable                                                                       44                (12)
        Income taxes                                                                                      15               (124)
        Other assets                                                                                       2                  3
        Accrued expenses and other liabilities                                                            90                 71
                                                                                              ---------------    ---------------
           Net cash provided by operating activities                                                     755                569
                                                                                              ---------------    ---------------

Cash flows from investing activities:
  Purchases of securities available-for-sale                                                         (11,495)           (18,752)
  Maturities and calls of securities available-for-sale                                               10,604             13,719
  Maturities and calls of securities held-to-maturity                                                     --              3,767
  Proceeds from the sale of securities available-for-sale                                                498                430
  Proceeds from the sale of securities held-to-maturity                                                   --                500
  Purchase of Federal Home Loan Bank stock                                                                --                (49)
  Origination of loans receivable                                                                     (8,264)            (7,222)
  Repayment of principal on loans receivable                                                           8,382              6,270
  Purchase of premises and equipment                                                                     (31)                (8)
                                                                                              ---------------    ---------------
    Net cash used in investing activities                                                               (306)            (1,345)
                                                                                              ---------------    ---------------

Cash flows from financing activities:
  Net change in deposits                                                                                (253)             1,175
  Advances from Federal Home Loan Bank                                                                19,100             17,200
  Repayment of advances from Federal Home Loan Bank                                                  (18,350)           (17,050)
  Net change in advances from borrowers for taxes and insurance                                          (10)                (4)
  Repurchase of common stock                                                                            (480)              (284)
  Dividends paid to stockholders                                                                        (255)              (267)
                                                                                              ---------------    ---------------
    Net cash provided by (used in) financing activities                                                 (248)               770
                                                                                              ---------------    ---------------
Net change in cash and cash equivalents                                                                  201                 (6)
Cash and cash equivalents at beginning of period                                                       1,562              1,194
                                                                                              ---------------    ---------------
Cash and cash equivalents at end of period                                                          $  1,763           $  1,188
                                                                                              ===============    ===============

Cash paid during period for:
  Interest                                                                                          $  1,750           $  1,773
  Income taxes                                                                                           212                394
                                                                                              ===============    ===============
</TABLE>

See notes to consolidated condensed financial statements.


<PAGE>

              Notes to Consolidated Condensed Financial Statements

                                  June 30, 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 nine months ended June 30, 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-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.

                                     Page 5
<PAGE>
              Notes to Consolidated Condensed Financial Statements


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.  Because of interest  rate  volatility,  the  Company's  accumulated
comprehensive  income and  stockholder's  equity could materially  fluctuate for
each interim period and year-end  period.  The majority of the  unrealized  loss
resulted from the  Company's  investment  in U.S.  Agency  bonds.  The following
schedule reflects the unrealized holding gains:

<TABLE>
<CAPTION>
                                                                        Three Months Ended            Nine Months Ended
                                                                             June 30,                      June 30,
                                                                     --------------------------    -------------------------
                                                                        1999           1998          1999           1998
                                                                     -----------    -----------    ----------     ----------

<S>                                                                     <C>             <C>           <C>            <C>
Net income                                                                $ 189           $172          $533           $549
Holding gains (losses) arising during the period, net of tax               (289)            31          (424)            88
Effect of adoption of SFAS 133, net of tax                                   --             --            55             --
Reclassification adjustment for gains (losses) included in net
    income                                                                   (1)            --            (1)             2
                                                                     -----------    -----------    ----------     ----------
    Increase (decrease in unrealized gain (loss) on
        available-for-sale securities included in comprehensive
        income                                                              290             31          (370)            90
                                                                     -----------    -----------    ----------     ----------
        Total comprehensive income (loss)                                 $(101)          $203          $163           $639
                                                                     ===========    ===========    ==========     ==========
</TABLE>

NOTE 4:  EARNINGS PER SHARE

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.


                                     Page 6
<PAGE>
              Notes to Consolidated Condensed Financial Statements

<TABLE>
<CAPTION>
                                                                      For the three months ended June 30, 1999
                                                             ---------------------------------------------------------
                                                                                     Average           Per-Share
                                                                  Income             Shares              Amount
                                                             ------------------ ------------------ -------------------
<S>                                                                 <C>                  <C>            <C>
Basic EPS
  Net income available to common stockholders                        $ 189,000            849,603        $ 0.22
                                                                                                           ====
Effect of Dilutive Securities
  Incremental shares under stock option plan                                --              6,251
  Incremental shares related to MSBP                                        --                493
                                                                      --------                ---
Diluted EPS
  Income available to common stockholders plus
assumed conversions                                                  $ 189,000            856,347        $ 0.22
                                                                    ==========            =======          ====
</TABLE>

<TABLE>
<CAPTION>

                                                                     For the three months ended June 30, 1998
                                                             ---------------------------------------------------------
                                                                                     Average           Per-Share
                                                                  Income             Shares              Amount
                                                             ------------------ ------------------ -------------------
<S>                                                                 <C>                  <C>            <C>
Basic EPS
  Net income available to common stockholders                        $ 172,000            908,579        $ 0.19
                                                                                                           ====
Effect of Dilutive Securities
  Incremental shares under stock option plan                                --             21,966
  Incremental shares related to MSBP                                        --              4,060
                                                                      --------              -----
Diluted EPS
  Income available to common stockholders plus
assumed conversions                                                  $ 172,000            934,605        $ 0.18
                                                                      ========            =======          ====
</TABLE>


<TABLE>
<CAPTION>

                                                                     For the nine months ended June 30, 1999
                                                             ---------------------------------------------------------
                                                                                     Average           Per-Share
                                                                  Income             Shares              Amount
                                                             ------------------ ------------------ -------------------
<S>                                                                 <C>                 <C>            <C>
Basic EPS
  Net income available to common stockholders                        $ 533,000            861,812        $ 0.62
                                                                                                           ====
Effect of Dilutive Securities
  Incremental shares under stock option plan                                --              5,716
  Incremental shares related to MSBP                                        --                469
                                                                      --------             ------
Diluted EPS
  Income available to common stockholders plus
assumed conversions                                                  $ 533,000            867,997        $ 0.61
                                                                      ========            =======          ====
</TABLE>

<TABLE>
<CAPTION>
                                                                     For the nine months ended June 30, 1998
                                                             ---------------------------------------------------------
                                                                                     Average           Per-Share
                                                                  Income             Shares              Amount
                                                             ------------------ ------------------ -------------------
<S>                                                                 <C>                  <C>            <C>
Basic EPS
  Net income available to common stockholders                        $ 549,000            906,344        $ 0.61
                                                                                                           ====
Effect of Dilutive Securities
  Incremental shares under stock option plan                                --             19,801
  Incremental shares related to MSBP                                        --              3,864
                                                                      --------              -----
Diluted EPS
  Income available to common stockholders plus
assumed conversions                                                  $ 549,000            930,009        $ 0.59
                                                                      ========            =======          ====
</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, short-term and medium-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 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  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 also is 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.

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

At June 30, 1999,  assets  totaled  $62.05  million  compared to total assets of
$62.15 million at September 30, 1998. Investments securities  available-for-sale
increased $3.79 million and held-to-maturity securities decreased $3.94 million,
as a result of the one time  reclassification  permitted  by SFAS No.  133.  Net
loans receivable also decreased by $359,000 and cash increased by $201,000. Real
estate held under  judgment  increased  $208,000  from the  repossession  of two
single  family  homes.  Deposits  decreased by $253,000  from $32.91  million at
September 30, 1998 to $32.66 million at June 30, 1999 primarily as a result of a
decrease in passbook  savings,  business checking and Now accounts offset with a
smaller increase in certificate and retirement accounts.  Advances from the FHLB
increased by $750,000 to $15.40 million at June 30, 1999.

At June 30, 1999, stockholders' equity totaled $13.55 million or 21.83% of total
assets  compared to $14.04  million or 22.59% of total assets at  September  30,
1998. The decrease in  stockholders'  equity was primarily due to the repurchase
of Company  stock,  cash  dividends  declared of $251,000  and a decrease in the
market value of investment securities available-for-sale, which more than offset
current period earnings.

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

Non-performing  assets  totaled  $261,000  at June 30,  1999,  or 0.42% of total
assets.  This  compares  to  $225,000  at  September  30, 1998 or 0.36% of total
assets.  Non-performing  loans at June 30, 1999 were comprised of eight 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 Nine Months Ended June 30, 1999 and 1998.
-------------------------------------------------------

Net Income.  Net income for the nine months ended June 30, 1999 totaled $533,000
compared to $549,000  for the nine months  ended June 30,  1998.  Net income was
lower in 1999 than in 1998  primarily due to a $77,000  decrease in net interest
income. Federal tax expense was $45,000 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 nine months ended June 30, 1999 interest income totaled
$3.23 million compared to $3.36 million for the nine months ended June 30, 1998.
An increase in the volume of average  earning assets from $59.89 million for the
nine months  ended June 30,  1998 to $61.84  million for the same period in 1999
caused  interest  income to increase by $238,000.  A decrease was experienced in
the yield on average  earning  assets from 7.43% for the nine months  ended June
30, 1998 to 6.96% for the nine months ended June 30, 1999, which attributed to a
$347,000 decrease interest income.

Interest Expense. Total interest expense decreased by $32,000 from $1.83 million
for the nine months ended June 30, 1998 to $1.80  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 decreased from 5.05% for the nine
months  ended June 30,  1998 to 4.80% for the nine months  ended June 30,  1999,
which caused interest  expense for deposits to decrease by $62,000.  An increase
in the volume of average  interest-bearing  deposits from $30.04 million for the
nine months ended June 30, 1998 to $32.99 million for the nine months ended June
30, 1999, resulted in a $112,000 increase in interest expense for deposits.

The cost of average interest-bearing advances from the FHLB decreased from 5.86%
for the nine  months  ended June 30,  1998 to 5.42% for the same period in 1999.
This decrease in the cost of average interest-bearing  advances caused a $49,000
decrease in interest expense. Average  interest-bearing  advances decreased from
$15.69 million for the nine months ended June 30, 1998 to $14.95 million for the
nine month  period  ended June 30,  1999,  resulting  in a $33,000  decrease  in
interest expense on FHLB advances.

Net Interest Income. Net interest income decreased by $77,000 from $1.51 million
for the nine  months  ended June 30,  1998 to $1.43  million for the nine months
ended June 30, 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
130.96% in 1998 to 129.02% in 1999, net interest income decreased.

Net interest  margin declined from 3.36% for the nine months ended June 30, 1998
to 3.08% for the nine months ended June 30,  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  and a  $12,000
provision  for loan  losses for the nine  months  ended June 30,  1999 and 1998,
respectively.  Loan  charge-offs for the nine months ended June 30, 1999 totaled
$17,000 while  recoveries  totaled $25,000.  In 1998, loan  charge-offs  totaled
$52,000 while recoveries totaled $23,000.  In determining the provision for loan
losses,  management analyzes,  among other things, the composition of the Bank's
loan portfolio  including  delinquent and past due loans,  market conditions and
the Bank's  market area.  Management  has  determined  that the reserve for loan
losses was adequate to cover any credit losses inherent in the portfolio at June
30,  1999.  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 decreased by $2,000 from
$73,000 for the nine  months  ended June 30, 1998 to $71,000 for the same period
in 1999.  Fees  generated  from  service  charges  decreased  by  $7,000,  other
operating  income  increased  by  $10,000  and gains and  losses on the sales of
investment  securities decreased by $5,000 during the nine months ended June 30,
1999.

Total Non-interest Expense. Total non-interest expense decreased by $12,000 from
$748,000 for the nine months ended June 30, 1998 to $736,000 for the nine months
ended June 30, 1999. The decrease was primarily attributed to small decreases in
expenses  related  to  compensation  and  occupancy  and  equipment  with  small
increases in  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 nine  months  ended June 30, 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,  utilities,  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 nine months ended
June 30, 1999 and 1998 was 29.78% and 33.05%,  respectively.  The  effective tax
rate decreased due to increased  investments in non-taxable  investments such as
municipal bonds.

Comparison of Three Months Ended June 30, 1999 and 1998.
--------------------------------------------------------

Net Income. Net income for the three months ended June 30, 1999 totaled $189,000
compared to $172,000 for the three  months  ended June 30, 1998.  Net income was
higher in 1999 than in 1998 primarily due to a $16,000  decrease in non-interest
expense and a $6,000  decrease in the  provision  for loan  losses.  Federal tax
expense was $5,000  lower in 1999 than in 1998  primarily  due to an increase in
non-taxable investments.

Interest  Income.  For the three  months ended June 30,  1999,  interest  income
totaled $1.07 million  compared to $1.09 million for the three months ended June
30,  1998.  An  increase  in the volume of average  earning  assets  from $60.24
million for the three months ended June 30, 1998 to $62.56  million for the same
period in 1999 caused  interest  income to increase by $79,000.  A decrease  was
experienced  in the yield on  average  earning  assets  from 7.23% for the three
months  ended June 30, 1998 to 6.83% for the three  months  ended June 30, 1999,
which attributed to a $100,000 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 $12,000 from $612,000 for
the three months ended June 30, 1998 to $600,000  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 5.05% for the three months ended June
30,  1998 to 4.70%  for the three  months  ended  June 30,  1999,  which  caused
interest expense for deposits to decrease by $29,000.  An increase in the volume
of average  interest-bearing  deposits from $30.20  million for the three months
ended June 30, 1998 to $33.10  million for the three months ended June 30, 1999,
resulted in a $37,000 increase in interest expense for deposits.

The cost of average interest-bearing advances from the FHLB decreased from 5.83%
for the three  months  ended June 30, 1998 to 5.26% for the same period in 1999.
This decrease in the cost of average interest-bearing  advances caused a $23,000
decrease in interest expense. Average  interest-bearing  advances increased from
$15.85  million for the three month period ended June 30, 1998 to $16.04 million
for the three month period ended June 30, 1999,  resulting in a $3,000  increase
in interest expense for advances.

Net Interest  Income.  Net interest income decreased by $9,000 from $477,000 for
the three months ended June 30, 1998 to $468,000 for the three months ended June
30,  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
130.81% in 1998 to 127.30% in 1999, net interest income decreased.

Net interest margin declined from 3.17% for the three months ended June 30, 1998
to 2.99% for the three months ended June 30, 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 June 30,  1998;  no  provision  was recorded
during the three  months  ended June 30, 1999.  Loan  charge-offs  for the three
months ended June 30, 1999 totaled $6,000 while  recoveries  totaled $7,000.  In
1998, there was $10,000 loan charge-offs  while recoveries  totaled $4,000.  See
also  "Comparison  of Nine Months  Ended June 30, 1999 and 1998 - Provision  for
Loan Losses."

Total Non-interest  Income.  Total non-interest  income decreased by $2,000 from
$25,000 for the three months ended June 30, 1998 to $23,000 for the three months
ended June 30, 1999  primarily due to an slight  decrease in fees generated from
service charges and losses from the sale of investment securities in 1999.

Total Non-interest Expense. Total non-interest expense decreased by $16,000 from
$243,000  for the three  months  ended June 30, 1998 to  $227,000  for the three
months ended June 30, 1999.  The decrease was primarily  attributed to decreases
in  compensation,  occupancy  and  equipment  and  advertising.  There  were  no
significant  changes in the other components of non-interest  expense.  See also
"-- Comparison of Nine Months Ended June 30, 1999 and 1998 -- Total Non-interest
Expense."

Provision  for Income  Taxes.  The effective tax rate for the three months ended
June 30, 1999 and 1998 was 28.79% and 32.02%,  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  finalizing  the
Validation phase and Implementation  phase.  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 and  substantially  all  modification of
the  software  for the Year 2000 has been  completed.  The  Service  Center  has
completed  its  Validation  phase and is in the  process  of the  Implementation
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.

The Company's Validation phase was substantially completed by June 30, 1999. The
Validation   phase  involves  testing  of  changes  to  hardware  and  software,
accompanied by monitoring and testing with vendors.  The Implementation phase is
to certify that systems are Year 2000 ready,  along with assurances



                                     Page 12
<PAGE>
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS (Continued)


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 $11,000 was incurred as of June 30, 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 June 30, 1999
                                              ---------------------------
                                                              Percentage
                                               Amount         of Assets
                                              ----------    -------------
                                                (Dollars in thousands)
GAAP Capital...............................   $ 11,768

Tangible capital...........................   $ 12,206          19.90%
Tangible capital requirement...............        918           1.50%
                                                   ---           ----
Excess.....................................   $ 11,288          18.40%
                                              ========          =====

Core capital...............................   $ 12,206          19.90%
Core capital requirements..................      1,838           3.00%
                                                 -----           ----
Excess.....................................   $ 10,368          16.90%
                                              ========          =====

Total risk-based capital (1)...............   $ 12,503          50.85%
Total risk-based capital requirement (1)...      1,966           8.00%
                                                 -----           ----
Excess (1).................................   $ 10,537          42.85%
                                              ========          =====

1)  Based on risk-weighted assets of $24,586

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.

                                    Page 13
<PAGE>
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS (Continued)

The Bank,  before  and after any  proposed  capital  distributions  must meet or
exceed all  capital  requirements,  may 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 a  "well-capitalized"  under the
regulatory guidelines.

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 June 30, 1999 such borrowed funds
totaled  $15.40  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  62.37%  and  63.89%  at  June  30,  1999  and  1998,
respectively.

The amount of  certificate  accounts  which are  scheduled to mature  during the
twelve  months  ending June 30, 2000 is  approximately  $13.93  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 June 30, 1999, the Bank had loan commitments  outstanding of $414,000.  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  Company  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  Company's  operations.  Unlike  most  industrial
companies,  nearly all the assets and  liabilities of the Company are financial.
As a result,  interest rates have a greater impact on the Company'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                     Nine Months Ended
                                                                  June 30,                               June 30,
                                                      ----------------------------------    -----------------------------------
                                                         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                                       1.18%              1.12%              1.13%               1.20%
Return on average equity                                       5.42%              4.74%              5.03%               5.06%
Interest rate spread                                           1.95%              1.92%              1.96%               2.09%
Net interest margin                                            2.99%              3.17%              3.08%               3.36%
Non-interest expense to average assets                         1.42%              1.58%              1.56%               1.64%
Net charge-offs (recoveries) to average outstanding
    loans                                                     (0.02)%            (0.03)%            (0.04)%              0.09%
</TABLE>


<TABLE>
<CAPTION>
                                                      At June 30, 1999   At September 30,
                                                                               1998
                                                      ------------------ ------------------
<S>                                                        <C>               <C>
Nonaccrual and 90 days past due loans                           $ 53              $ 225
Repossessed real estate, held under judgment                     208                  0
    Total nonperforming assets                                   261                225
Allowance for loan losses to nonperforming assets             113.79%            134.22%
Nonperforming loans to total loans                              0.88%              0.79%
Nonperforming assets to total assets                            0.42%              0.36%
Book value per share (2)                                      $15.53             $15.44

</TABLE>

----------------
(1)  The ratios for the three- and nine-month periods are annualized.
(2)  The number of shares outstanding as of June 30, 1999 and September 30, 1998
     were 909,261 and 872,261  respectively.  These include shares  purchased by
     the ESOP and MSBP.

                                    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, 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 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
         -----------------

         The Company  announced  that the board of directors has  authorized the
         repurchase of up to 45,463  shares (5%) of the Company's  common stock.
         The Company has completed  this  repurchase.  As of August 14, 1999 the
         Company has  repurchased  187,855  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.

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 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 16, 1999      By: /s/ Deane D. Bjerke
                               -------------------------------------------------
                               Deane D. Bjerke
                               President and Chief Executive Officer
                               (Principal Executive Officer)

Date: August 16, 1999      By: /s/ John B. Snyder
                               -------------------------------------------------
                               John B. Snyder
                               Vice President and Chief Financial Officer
                               (Principal Accounting and Financial Officer)