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, 1998

                                       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 July 31, 1998:  917,845

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>                                                                                    <C>       
PART I                 FINANCIAL INFORMATION
                       ---------------------
  
Item 1.                Financial Statements

                       Consolidated Statements of Financial Condition at June 30, 1998
                       (unaudited) and September 30, 1997 (audited).........................                    1

                       Consolidated Statements of Income for the three and nine months
                       ended June 30, 1998 and 1997 (unaudited)...............                                  2

                       Consolidated Statements of Cash Flows for the nine months ended June
                       30, 1998 and 1997 (unaudited)........................................                    3

                       Notes to Unaudited Interim Consolidated Financial Statements.........
                                                                                                                5
Item 2.                Management's Discussion and Analysis of Financial Condition and
                       Results of Operations................................................                    9

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

Item 1.                Legal Proceedings....................................................                   15

Item 2.                Changes in Securities................................................                   15

Item 3.                Defaults upon Senior Securities......................................                   15

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

Item 5.                Other Information....................................................                   15

Item 6.                Exhibits and Reports on Form 8-K.....................................                   16

SIGNATURES
</TABLE>



<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
                                                                                                    June 30,        September 30,
                                                                                                      1998              1997
                                                                                                   -----------      -------------
                                                                                                   (unaudited)        (audited)
                                                                                                           (In Thousands)
<S>                                                                                                 <C>                 <C>     
Assets
------

Cash and cash equivalents..................................................................         $ 1,188             $  1,194

Interest-bearing time deposits.............................................................              99                   99

Investment and mortgage-backed securities available-for-sale...............................          23,949               19,155

Investment and mortgage-backed securities held-to-maturity
  (estimated market value of $4,787 in 1998 and $9,067 in 1997)............................           4,739                9,009

Stock in Federal Home Loan Bank of Seattle, at cost........................................             900                  801

Loans receivable, net......................................................................          29,568               28,636

Accrued interest receivable................................................................             571                  559

Premises and equipment, net................................................................             412                  443

Other assets...............................................................................              52                   56
                                                                                                    -------              -------

    Total assets...........................................................................         $61,478              $59,952
                                                                                                     ======               ======

Liabilities and Stockholders' Equity
------------------------------------

Liabilities

  Deposits.................................................................................          30,681               29,507

  Advances from Federal Home Loan Bank.....................................................          15,850               15,700

  Advances from borrowers for taxes and insurance..........................................              50                   55

  Federal income tax payable ..............................................................              31                  155

  Deferred income taxes....................................................................             177                  115

  Dividends payable........................................................................              95                   95

  Accrued expenses and other liabilities...................................................             187                  115
                                                                                                   --------              ------- 

    Total liabilities......................................................................          47,071               45,742
                                                                                                   --------              -------

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...............................................................          10,077               10,041

  Unearned ESOP/MSBP shares................................................................            (737)                (809)

  Retained earnings, substantially restricted..............................................           6,660                6,377

  Unrealized gain(loss) on securities available-for-sale...................................             167                   77

  Treasury stock, at cost (119,155 shares).................................................          (1,866)              (1,582)
                                                                                                     ------               ------

    Total stockholders' equity.............................................................          14,407               14,210
                                                                                                     ------               ------

    Total liabilities and stockholders' equity.............................................         $61,478              $59,952
                                                                                                     ======               ======
</TABLE>

See notes to unaudited interim consolidated financial statements.

                                      -1-
<PAGE>



              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                        Consolidated Statements of Income
<TABLE>
<CAPTION>
                                                                          Three Months Ended              Nine Months Ended
                                                                               June 30,                      June 30,
                                                                         ---------------------         ----------------------
                                                                           1998        1997               1998         1997
                                                                         --------    ---------         ---------     --------
                                                                           (Unaudited)                  (Unaudited)
Interest Income:                                                         (Dollars in thousands except earnings per share and
                                                                                    dividends declared per share)
<S>                                                                      <C>         <C>                <C>          <C>   
  Loans receivable.........................................               $  595         $576            $1,804       $1,688
  Mortgage-backed securities...............................                  146          133               491          431
  Investment securities....................................                  337          242               964          706
  Interest bearing time deposits...........................                    1            1                 4            4
  Other....................................................                   10           19                72           46
                                                                          ------        -----            ------       ------
     Total interest income.................................                1,089          971             3,335        2,875
                                                                          ------        -----            ------       ------
Interest expense:
  Deposits.................................................                  381          357             1,138        1,051
  Advances from FHLB of Seattle............................                  231          134               690          354
                                                                          ------        -----            ------       ------
     Total interest expense................................                  612          491             1,828        1,405
                                                                          ------        -----            ------       ------
     Net interest income...................................                  477          480             1,507        1,470
Provision for loan losses..................................                    6            -                12            -
                                                                          ------        -----            ------       ------
     Net interest income after provision for loan losses...                  471          480             1,495        1,470
Non-interest income:
  Customer service charges.................................                   14           11                38           30
  Gain on sale of investment and mortgage-backed securities                    -            -                 3            2
  Other operating income...................................                   11            6                32           20
                                                                          ------        -----            ------       ------
     Total non-interest income.............................                   25           17                73           52
Non-interest expense:
  Compensation and benefits................................                  137          134               404          399
  Occupancy and equipment..................................                   21           23                62           80
  FDIC/SAIF deposit insurance premiums.....................                    5            4                14           22
  Advertising..............................................                    8            6                23           26
  Data processing services.................................                   24           24                74           72
  Loss on sale of premises and equipment...................                    -            -                 3            -
  Other....................................................                   48           48               168          164
                                                                          ------        -----            ------       ------
     Total non-interest expense............................                  243          239               748          763
                                                                          ------        -----            ------       ------
     Income before income taxes............................                  253          258               820          759
Income tax expense.........................................                   81           86               271          257
                                                                          ------        -----            ------       ------
     Net income............................................               $  172        $ 172            $  549       $  502
                                                                           =====         ====             =====        =====
Dividends declared per common share........................               $ 0.10        $0.10            $ 0.30       $ 0.30
                                                                           =====         ====             =====        =====
Earnings per common share..................................               $ 0.20        $0.19            $ 0.64       $ 0.53
                                                                           =====         ====             =====        =====
Earnings per common share - assuming dilution..............               $ 0.19        $0.19            $ 0.62       $ 0.52
                                                                           =====         ====             =====        =====
</TABLE>

See notes to unaudited interim consolidated financial statements.

                                      -2-
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                                     Nine Months Ended
                                                                                                        March 31,
                                                                                                   1998          1997
                                                                                                 --------      --------
                                                                                                     (In Thousands)
                                                                                                      (Unaudited)
<S>                                                                                              <C>            <C>    
Cash flows from operating activities:
  Net income..........................................................................           $   549        $   502
  Adjustments to reconcile net income to net cash provided by operating activities:
    Amortization of premiums and discounts on securities available-for-sale............                3              7
    Amortization of premiums and discounts on securities held-to-maturity.............                 3              4
    Provision for loan losses.........................................................                12              -
    Federal Home Loan Bank stock dividend.............................................               (50)           (25)
    Depreciation......................................................................                37             53
    Gain on sale of securities........................................................                (3)            (2)
    Dividends reinvested..............................................................               (26)             -
    Loss on sale of premises and equipment............................................                 3              -
    ESOP shares committed to be released..............................................                70             44
    MSBP deferred compensation........................................................                38             44
Change in:
        Accrued interest receivable...................................................               (12)            48
        Other assets..................................................................                 3              7
        Federal income taxes payable..................................................              (124)           120
        Deferred tax liability........................................................               (14)           (10)
        Accrued expenses and other liabilities........................................                71           (137)
                                                                                                 -------        -------   
           Net cash provided by operating activities..................................               560            655
Cash flows from investing activities:
  Purchases of securities available-for-sale..........................................           (18,752)        (8,752)
  Maturities and calls of securities available-for-sale...............................            13,719          3,487
  Proceeds from the sale of securities available-for-sale.............................               430          3,702
  Purchases of securities held-to-maturity                                                             -           (410)
  Maturities and calls of securities held-to-maturity.................................             3,767            833
  Proceeds from the sale of securities ...............................................               500            650
  Purchase of FHLB stock..............................................................               (49)          (138)
  Net change in loans receivable......................................................              (943)        (1,787)
  Purchase of premises and equipment..................................................                (8)           (10)
                                                                                                 -------        -------
    Net cash used in investing activities.............................................            (1,336)        (2,425)
</TABLE>

(Continued)

                                      -3-
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
                                                                                                    Nine Months Ended
                                                                                                        March 31,
                                                                                                   1998          1997
                                                                                                 --------      --------
                                                                                                     (In Thousands)

                                                                                                       (Unaudited)

<S>                                                                                              <C>           <C>  
Cash flows from financing activities:
  Net change in deposits..............................................................             1,175           (713)
  Net changes in advances from Federal Home Loan Bank.................................               150          4,966
  Net change in advances from borrowers for taxes and insurance.......................                (4)           (10)
  Acquisition of treasury stock for MSBP, at cost.....................................                 -           (522)
  Acquisition of treasury stock, at cost..............................................              (284)        (1,357)
  Dividends paid to stockholders......................................................              (267)          (283)
                                                                                                 -------        -------
    Net cash provided in financing activities.........................................               770          2,081
                                                                                                 -------        -------
Net increase (decrease) in cash and cash equivalents..................................               (6)            311
Cash and cash equivalents at beginning of year........................................             1,194            451
                                                                                                 -------        -------
Cash and cash equivalents at end of period............................................           $ 1,188        $   762
                                                                                                  ======        =======
</TABLE>

See notes to unaudited interim consolidated financial statements.

                                      -4-

<PAGE>


    Notes to Unaudited Interim Consolidated Financial Statements (Continued)

                                  June 30, 1998


NOTE 1:  BASIS OF PRESENTATION

The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  For further information,  the reader should refer to the
Annual Report of Crazy Woman Creek Bancorp  Incorporated (the "Corporation") for
the Year Ended September 30, 1997.

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

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary for fair presentations have been included.  The
results of operations  for the interim  periods ended June 30, 1998 and 1997 are
not  necessarily  indicative  of the results which may be expected for an entire
year or any other period.

NOTE 2:  CONVERSION FROM MUTUAL SAVINGS BANK TO STOCK SAVINGS BANK AND FORMATION
         OF SAVINGS AND LOAN HOLDING COMPANY

On   March   29,   1996,   the   Bank   consummated   its   conversion   from  a
federally-chartered  mutual savings and loan association to a stock savings bank
pursuant to a Plan of Conversion (the  "Conversion")  via the issuance of common
stock. In connection with the Conversion,  the Corporation sold 1,058,000 shares
of common stock  which,  after  giving  effect to offering  expenses of $410,000
resulting  in net  proceeds  of  $10.13  million  ($9.49  million  net  of  ESOP
purchases).  Pursuant  to  the  Conversion,  the  Bank  transferred  all  of its
outstanding shares to its newly organized holding company,  the Corporation,  in
exchange for 50% of the net proceeds.

Upon consummation of the Conversion,  the pre-existing liquidation rights of the
depositors of the Bank were unchanged.  Specifically,  such rights were retained
and will be  accounted  for by the Bank for the  benefit of such  depositors  in
proportion  to their  liquidation  interest  as of the  Eligibility  Record Date
(November  15, 1994) and  Supplemental  Eligibility  Record Date  (December  31,
1995).

NOTE 3:  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1996,  the FASB issued  Statement  125,  "Accounting  for  Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities."  Statement No.
125 provides  guidance on  accounting  for  transfers and servicing of financial
assets,  recognition  and  measurement  of  servicing  assets  and  liabilities,
financial assets subject to repayment,  secured  borrowings and collateral,  and
extinguishment of liabilities.

Statement No. 125 generally  requires the  Corporation  to recognize as separate
assets the rights to service  mortgage  loans for others,  whether the servicing
rights are acquired through purchases or loan originations. Servicing rights are
initially  recorded  at fair value  based upon the  present  value of  estimated
future  cash  flows.  Subsequently,   the  servicing  rights  are  assessed  for
impairment,  which is  recognized in the statement of earnings in the period the
impairment  occurs.  For purposes of performing the impairment  evaluation,  the
related   portfolio   must  be   stratified   on  the  basis  of  certain   risk
characteristics  including  loan  type and note  rate.  Statement  No.  125 also
specifies that financial assets subject to prepayment,  including loans that can
be  contractually  prepaid  or  otherwise  settled in such a way that the holder
would not recover  substantially all of its recorded investment be measured like
debt  securities  available for sale or trading  securities  under Statement No.
115. The  Corporation  adopted the provisions of Statement No. 125 on January 1,
1997, and such adoption did not have a material effect on the financial position
or operations of the Corporation.

                                      -5-
<PAGE>
    Notes to Unaudited Interim Consolidated Financial Statements (Continued)

                                  June 30, 1998


NOTE 3:  RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income (SFAS
130). SFAS 130, which is effective for fiscal years beginning after December 15,
1997,  establishes  standards for reporting and display of comprehensive  income
and  its  components  in a full  set of  general-purpose  financial  statements.
Comprehensive  income  represents the change in equity of a business  enterprise
during a period,  from  transactions  and other  events from  nonowner  sources.
Comprehensive income is comprised of net income and other comprehensive  income.
SFAS 130 does not change the  classification  currently  comprising  net income.
Other  comprehensive  income is classified into foreign currency items,  minimum
pension  liability  adjustments  and  unrealized  gains and  losses  on  certain
investments  in debt and equity  securities.  All  components  of  comprehensive
income  shall be  reported  in the  period in which they are  recognized  and be
displayed in the financial  statements.  The total of other comprehensive income
for a period  shall be  transferred  to a  component  of  equity  on a  separate
line-item. As such, net unrealized gain (loss) on securities  available-for-sale
becomes a component of other  comprehensive  income upon  implementation of SFAS
130. The Company will adopt SFAS 130 in October. 1998.

NOTE 4:  EARNINGS PER SHARE

SFAS No. 128  "Earnings  Per Share" was issued by the FASB in February  1997 and
became  effective for the Corporation for all reporting  periods  beginning with
the interim  reporting  period ended  December  31, 1997.  SFAS No. 128 replaces
presentation  of primary  earnings per share  ("EPS") with the  presentation  of
basic and fully-diluted EPS on the face of the income statement for all entities
with complex capital structures.  SFAS No. 128 also requires a reconciliation of
the numerator and the denominator of the basic EPS computation and the numerator
and the denominator of the diluted EPS computation.

Basic EPS excludes  dilution and is computed by dividing net income available to
common stockholders by the weighted-average  number of common shares outstanding
during the period.  Additionally,  unallocated ESOP shares which are unallocated
and not yet committed to be released  (unallocated) and unvested MSBP shares are
excluded from the  weighted-average  common shares outstanding  calculation.  At
June 30,  1998,  there were 10,287  allocated  ESOP shares and 7,882 vested MSBP
shares. The weighted-average common shares outstanding for the nine month period
ended June 30,  1998 was  computed at 858,678  which is net of  weighted-average
unallocated  ESOP  shares  and   weighted-average   unvested  MSBP  shares.  The
weighted-average  common shares outstanding for the nine month period ended June
30, 1997 was calculated at 954,656 shares.

Diluted EPS reflects the  potential  dilution  that could occur if securities or
other contracts to issue common stock were exercised or resulted in the issuance
of common  stock  that  would  share in the  earnings  of the  entity.  Dilutive
potential common shares are added to the weighted-average shares used to compute
basic  EPS.  The  following  shows  the  reconciliation  of the  numerators  and
denominators of the basic and diluted EPS computations:


                                      -6-
<PAGE>
    Notes to Unaudited Interim Consolidated Financial Statements (Continued)

                                  June 30, 1998



NOTE 4:  EARNINGS PER SHARE (Continued)
<TABLE>
<CAPTION>
                                                                For the three month period ended June 30, 1998
                                                                ----------------------------------------------
                                                                 Income               Shares         Per-Share
                                                               (Numerator)        (Denominator)       Amount
                                                               -----------        -------------      ---------
<S>                                                            <C>                    <C>             <C>
Net Income                                                     $  172,000
                                                                  -------
Basic EPS
  Net income available to
    common stockholders                                           172,000               857,262        $ 0.20
                                                                                                         ====
Effect of Dilutive Securities
  ESOP Shares                                                           -                     -
  Stock Options - granted                                               -                25,575
  Unvested MSBP shares                                                  -                 5,088
                                                                ---------               -------
Diluted EPS
  Income available to common
   stockholders plus assumed conversions                       $  172,000               887,925        $ 0.19
                                                                  =======               =======          ====
</TABLE>

<TABLE>
<CAPTION>

                                                               For the nine month period ended June 30, 1998
                                                               ---------------------------------------------
                                                                 Income                Shares       Per-Share
                                                               (Numerator)          (Denominator)     Amount
                                                               -----------          -------------   ----------
<S>                                                            <C>                    <C>             <C>
Net Income                                                    $   549,000
                                                                  -------
Basic EPS
  Net income available to
    common stockholders                                           549,000               858,678        $ 0.64
                                                                                                         ====
Effect of Dilutive Securities
  ESOP Shares                                                           -                     -
  Stock Options - granted                                               -                21,260
  Unvested MSBP shares                                                                    4,095
                                                               ----------               -------
Diluted EPS
  Income available to common
   stockholders plus assumed conversions                       $  549,000               884,033        $ 0.62
                                                                  =======               =======          ====
</TABLE>
                                      -7-
<PAGE>
    Notes to Unaudited Interim Consolidated Financial Statements (Continued)

                                  June 30, 1998

NOTE 4:  EARNINGS PER SHARE (Continued)
<TABLE>
<CAPTION>
                                                                For the three month period ended June 30, 1997
                                                                ----------------------------------------------
                                                                 Income               Shares        Per-Share
                                                                Numerator)         (Denominator)      Amount
                                                                ----------         -------------      ------
<S>                                                            <C>                    <C>             <C>
Net Income                                                     $  172,000
                                                                  -------
Basic EPS
  Net income available to
    common stockholders                                           172,000               884,770        $ 0.19
                                                                                                         ====
Effect of Dilutive Securities
  ESOP Shares                                                           -                     -
  Stock Options - granted                                               -                 8,793
  Unvested MSBP shares                                                  -                 1,550
                                                               ----------               -------
Diluted EPS
  Income available to common
   stockholders plus assumed conversions                       $  172,000               895,113        $ 0.19
                                                                  =======               =======          ====
</TABLE>

<TABLE>
<CAPTION>
                                                                For the nine month period ended June 30, 1997
                                                                ---------------------------------------------
                                                                   Income               Shares       Per-Share
                                                                 (Numerator)        (Denominator)      Amount
                                                                 -----------        -------------      ------
<S>                                                            <C>                    <C>             <C>
Net Income                                                     $  502,000
                                                                  -------
Basic EPS
  Net income available to
    common stockholders                                           502,000               954,646        $ 0.53
                                                                                                         ====
Effect of Dilutive Securities
  ESOP Shares                                                           -                     -
  Stock Options - granted                                               -                 5,814
  Unvested MSBP shares                                                                      685
                                                               ----------               -------
                                                                  -
Diluted EPS
  Income available to common
   stockholders plus assumed conversions                       $  502,000               961,145        $ 0.52
                                                                  =======               =======          ====
</TABLE>

                                      -8-
<PAGE>
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

GENERAL
-------

The  Corporation is a unitary  savings and loan holding company of the Bank. The
Corporation's  assets are comprised of its investment in the Bank,  loans to the
Bank's  Employee  Stock  Ownership  Plan ("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 also  invests  in  mortgage-backed  (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 June 30, 1998,  assets  totaled  $61.48  million  compared to total assets of
$59.95 million at September 30, 1997. Asset growth was primarily attributed to a
$4.79 million  increase in  investments  securities  available-for-sale  and a $
930,000 increase in loans.  This increase was somewhat offset by a $4.27 million
decrease in investment  securities  held-to-maturity.  The decline in investment
securities   held-to-maturity   was  primarily  caused  by  maturities  and  the
Corporation's  decision to place the majority of its investment purchases in the
available-for-sale portfolio.

Asset growth was primarily funded by an increase in deposits. Deposits increased
by $1.17 million from $29.51  million at September 30, 1997 to $30.68 million at
June 30,  1998  primarily  as a result an  increase  in  business  checking  and
certificates  of  deposits.  Meanwhile,  advances  from  the FHLB  increased  by
$150,000 from $15.70 million at September 30, 1997 to $15.85 million at June 30,
1998.

At June 30, 1998, stockholder's equity totaled $14.41 million or 23.43% compared
to $14.21  million or 23.70% of total assets at September 30, 1997. The increase
in stockholder's  equity was primarily due to continued earnings and an increase
in the market value of investment securities available-for-sale. The increase in
stockholder's  equity was somewhat  offset by cash dividends of $284,854 and the
repurchase of outstanding shares pursuant to the Corporation's  stock repurchase
program.

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

Non-performing  assets  totaled  $77,000  at June  30,  1998,  or 0.13% of total
assets.  This  compares  to  $225,000  at  September  30, 1997 or 0.38% of total
assets.  Non-performing  loans were comprised of two residential  home loans and
two consumer loans.

                                      -9-
<PAGE>
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (Continued)


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

Comparison of Nine Months Ended June 30, 1998 and 1997.
-------------------------------------------------------

Net Income.  Net income for the nine months ended June 30, 1998 totaled $549,000
compared to $502,000  for the nine months  ended June 30,  1997.  Net income was
higher in 1998 than in 1997 primarily due to a $25,000  increase in net interest
income. Also contributing to the increase was a $21,000 increase in non-interest
income and a $15,000  decline in  non-interest  expense.  Net income in 1998 was
negatively  affected by a $12,000  provision to loan loss reserves.  Federal tax
provisions were $14,000 higher in 1998 than in 1997.

Interest  Income.  For the nine  months  ended June 30,  1998,  interest  income
totaled $3.36  million  compared to $2.88 million for the nine months ended June
30,  1997.  An  increase  in the volume of average  earning  assets  from $51.21
million for the nine month period ended June 30, 1997 to $59.89  million for the
same period in 1998 caused  interest  income to increase by  $463,000.  A slight
decrease was  experienced in the yield on average  earning assets from 7.49% for
the nine month  period  ended June 30,  1997 to 7.43% for the nine month  period
ended June 30, 1998.

Interest  Expense.  Total  interest  expense  increased  by $423,000  from $1.41
million  for the nine months  ended June 30, 1997 to $1.83  million for the same
period in 1998  primarily  as a result of an  increase  in the volume of average
interest-bearing  liabilities.  This  increase in volume  resulted in a $240,000
increase in interest  expense.  An  increase in average  advances  from the FHLB
accounted  for  $192,000  of the  increase  caused by a change in  volume.  Such
average  advances  increased  from $8.56 million for the nine month period ended
June 30, 1997 to $15.69  million for the nine month  period ended June 30, 1998.
The  balance of the  increase in  interest  expense for the periods  covered was
attributed  to an increase in the cost of  interest-bearing  deposits from 5.08%
for the nine month period ended June 30, 1997 to 5.33% for the nine month period
ended June 30, 1998.

Net  Interest  Income.  Net  interest  income  increased  by $37,000 from $1.470
million for the nine months  ended June 30, 1997 to $1.507  million for the nine
months ended June 30, 1998.  The increase in net interest  income was  primarily
caused by the growth in average  earning  assets  relative  to the  increase  in
average   interest-bearing   liabilities.   Although  the  increase  in  average
interest-bearing  liabilities  out paced the growth in average earning assets as
evidenced  by the  decline  of the ratio of  average  earning  assets to average
interest-bearing  liabilities  from  138.92%  in 1997 to  130.96%  in 1998,  net
interest  income still  increased.  A factor  contributing to the decline in the
ratio  of  average  earning  assets  to  interest-bearing  liabilities  was  the
Corporation's  repurchase  of $1.88  million of its common  stock in January and
April 1997 and  $284,000 in May 1998.  The funds lost through  repurchases  were
primarily replaced by advances from the FHLB.

Net interest margin declined from 3.83% for the nine month period ended June 30,
1997 to 3.36% for the nine month period ended June 30, 1998. The decrease in net
interest  margin was  primarily  caused by the cost of average  interest-bearing
liabilities  increasing more than the yield on average  interest  earning assets
for the periods covered.

Provisions for Credit Losses.  The Corporation made a $12,000  provision to loan
loss reserves for the nine months ended June 30, 1998;  no provisions  were made
in 1997.  Loan  charge-offs  for the nine  months  ended June 30,  1998  totaled
$52,000 while  recoveries  totaled $23,000.  In 1997, loan  charge-offs  totaled
$5,000 while recoveries  totaled $19,000.  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 increased by $21,000 from
$52,000 for the nine  months

                                      -10-
<PAGE>
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (Continued)


ended June 30, 1997 to $73,000 for the nine months ended June 30, 1998 primarily
due to an increase in fees  generated  from  customer  service  charges and loan
originations.

Total Non-interest Expense.  Total non-interest expense declined by $15,000 from
$763,000 for the nine months ended June 30, 1997 to $748,000 for the nine months
ended June 30, 1998.  The decrease was  primarily  attributed  to lower  deposit
insurance  premiums,  occupancy and equipment expenses and a slight reduction in
advertising costs. There were no significant  changes in the other components of
non-interest expense.

Non-interest  expense for the nine  months  ended June 30, 1998 does not contain
any direct costs associated with the  Corporation's  efforts to upgrade its data
processing  systems to address the change to the year 2000. The Corporation 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
Corporation,  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 Corporation.

The  Corporation  relies on outside  vendors for the  maintenance and support of
computer programs and systems.  The information is captured on a PC -based local
area  network  and then  processed  by a service  bureau.  The  Corporation  has
completed the awareness and assessment  phases and is operating  under a written
Year 2000 Action Plan.  The third party vendors are  approximately  75% complete
with the  renovation  phase.  The  validation  phase will begin  during the next
quarter.

Provision  for Income  Taxes.  The  effective tax rate for the nine months ended
June 30, 1998 and 1997 was 33.05% and 33.86%, respectively.

Comparison of Three Months Ended June 30, 1998 and 1997
-------------------------------------------------------

General.  Net income was $172,000 for both quarters ended June 30, 1998 and June
30, 1997.  There was a decrease in net interest  income after provision for loan
losses of $9,000 which was offset by a $8,000 increase in  non-interest  income.
The decrease in net interest income was partially  caused by a $6,000  provision
to loan loss reserves.

Interest  Income.  Interest  income  increased by $118,000 from $970,000 for the
three months  ended June 30, 1997 to $1.09  million for the same period in 1998.
The growth in interest income was primarily the result of an increase in average
earning assets for the periods  covered.  Average earning assets  increased from
$51.69  million for the three month period ended June 30, 1997 to $60.24 million
for the three month period ended June 30, 1998.

Interest Expense.  Interest expense increased from $491,000 for the three months
ended  June 30,  1997 to  $612,000  for the three  months  ended  June 30,  1998
resulting  in an  increase of  $121,000.  The  increase in interest  expense was
primarily   attributed  to  an  increase  in  the  volume  of   interest-bearing
liabilities  from $39.58  million for the three month period ended June 30, 1997
to $46.25  million for the same period in 1998.  The  increase in volume  caused
interest  expense to go up by  $107,000.  An  increase in the cost of funds from
5.16% to 5.32% for the  periods  covered  also  attributed  to the  increase  in
interest expense.

Net Interest  Income.  Net interest income decreased by $3,000 from $480,000 for
the three months ended June 30, 1997 to $477,000 for the three months ended June
30,  1998.  The primary  reason for the decrease was due to the fact that income
generated  by the growth in  earning  assets  was out paced by the  increase  in
expense  caused by the  growth in  interest-bearing  liabilities.  Net  interest
margin  declined  from 3.71% for the three month  period  ended June 30, 1997 to
3.13%  for the same  period  in 1998.  The  relatively  flat  yield  curve  also
contributed to the 


                                      -11-
<PAGE>
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (Continued)

Corporation's drop in net interest margin from 1997 to 1998.

Provision for Credit Losses.  The Corporation  made a $6,000 loan loss provision
for the three months ended June 30, 1998; no loan loss  provisions were made for
the three  months  ended June 30, 1997.  See also  "--Comparison  of Nine Months
Ended June 30, 1998 and 1997 -- Provision for Credit Losses."

Total Non-Interest  Income.  Total  non-interest  income improved by $8,000 from
$17,000 for the three months ended June 30, 1997 to $25,000 for the three months
ended June 30, 1998.  The  improvement  was primarily a result of increased fees
from customer service charges and loan originations.

Total Non-Interest Expense.  Total non-interest expense increased by $4,000 from
$239,000  for the three  months  ended June 30, 1997 to  $243,000  for the three
months ended June 30, 1998.  There were no significant  changes in any component
of non-interest  expense.  See also  "--Comparison of Nine Months Ended June 30,
1998 and 1997 -- Total Non-interest Expense."

Provision  for Income  Taxes.  The effective tax rate for the three months ended
June 30, 1998 and 1997 was 32.02% and 33.33%, respectively.

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

Capital Compliance.  The following table presents the Bank's compliance with its
regulatory capital requirements:
<TABLE>
<CAPTION>
                                                                At June 30, 1998
                                                                ----------------
                                                                          Percentage
                                                           Amount          of Assets
                                                           ------          ---------
                                                             (Dollars in Thousands)
<S>                                                       <C>                <C>
GAAP Capital....................................          $11,439

Tangible capital................................          $11,413             18.95%
Tangible capital requirement....................              906              1.50%
                                                          -------             -----
Excess..........................................          $10,507             17.44%
                                                           ======             =====

Core capital....................................          $11,413             18.95%
Core capital requirements.......................            1,806              3.00%
                                                          -------             -----
Excess..........................................          $ 9,607             15.95%
                                                           ======             =====

Total risk-based capital (1)....................          $11,687             46.93%
Total risk-based capital requirement (1)........            1,991              8.00%
                                                          -------             -----
Excess (1)......................................          $ 9,696             38.94%
                                                           ======             =====
</TABLE>

1)  Based on risk-weighted assets of $24,286

                                      -12-
<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 June 30, 1998 such borrowed funds
totaled  $15.85  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  63.83%  and  17.95%  at  June  30,  1998  and  1997,
respectively.  Recent regulatory changes regarding assets eligible for liquidity
caused the significant  increase in the Bank's regulatory  liquidity ratios from
1997 to 1998,  generally,  the maturity  restrictions were lifted on U.S. Agency
related securities.

The amount of  certificate  accounts  which are  scheduled to mature  during the
twelve  months  ending June 30, 1999 is  approximately  $10.13  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, 1998, the Bank had loan commitments  outstanding of $372,000.  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.

RECENT ANNOUNCEMENTS
--------------------

The Corporation,  in a press release dated April 9, 1998,  announced that it had
received  regulatory  authorization  to  repurchase  up to 47,742  shares of the
Corporation's  common stock.  This repurchase  program follows the repurchase of
103,155  shares of common stock since the Bank'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 

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

pursuant to the terms of the Corporation'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  Corporation's  ability to be
listed on the Nasdaq SmallCap Market.

KEY OPERATING RATIOS
--------------------
<TABLE>
<CAPTION>

                                                              Three Months Ended         Nine Months Ended
                                                                     June 30,                   June 30,
                                                              -------------------     -----------------------
                                                                1998 (1)   1997 (1)   1998 (1)       1997 (1)
                                                                --------   --------   --------       --------

                                                           (Dollars in Thousands,     (Dollars in Thousands,
                                                           except per share data)     except per share data)
                                                                (Unaudited)               (Unaudited)


<S>                                                             <C>        <C>        <C>            <C>  
 Return on average assets..........................             1.13%      1.31%      1.20%          1.27%

 Return on average equity..........................             4.79%      4.92%      5.08%          4.38%

 Interest rate spread..............................             1.88%      2.36%      2.08%          2.49%

 Net interest margin...............................             3.13%      3.71%      3.34%          3.81%

 Noninterest expense to average assets.............             1.59%      1.81%      1.59%          1.95%

 Net charge-offs to average outstanding loans......             0.00%      0.00%      0.01%          0.00%
</TABLE>

<TABLE>
<CAPTION>

                                                              At June 30,   At September 30,
                                                                  1998            1997
                                                              -----------   ----------------

<S>                                                           <C>              <C>
 Nonaccrual and 90 days past due loans.............                77              225
                                                                              
 Repossessed real estate..........................                  0                0
                                                                              
   Total nonperforming assets......................                77              225
                                                                              
 Allowance for credit losses to nonperforming assets           355.84%          134.22%
                                                                              
 Nonperforming loans to total loans................              0.26%            0.12%
                                                                              
 Nonperforming assets to total assets..............              0.13%            0.38%
                                                                              
 Book value per share (2)..........................            $15.35           $14.88

</TABLE>

----------------                                                        
(1)  The ratios for the three- and nine-month periods are annualized.
(2)  The number of shares outstanding as of June 30, 1998 and September 30, 1997
     were  938,845  and  954,845  shares,  respectively.  These  include  shares
     purchased by the ESOP.

                                      -14-
<PAGE>

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

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

                  Neither the  Corporation nor the Bank was engaged in any legal
                  proceeding of a material nature at June 30, 1998. From time to
                  time, the  Corporation 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
         ---------------------------------------------------

                  Not applicable

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

                  See "Recent Announcements."

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.

                                      -15-

<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 6, 1998            By: /s/ Deane D. Bjerke
                                    -------------------
                                    Deane D. Bjerke
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: August 6, 1998            By: /s/ John B. Snyder
                                    ------------------
                                    John B. Snyder
                                    Vice President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)