SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 1997

                                       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 April 17, 1997:  1,005,100

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

<PAGE>



                     CRAZY WOMAN CREEK BANCORP INCORPORATED

                              INDEX TO FORM 10-QSB

                                                                        Page
                                                                        ----

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

Item 1.      Financial Statements

             Consolidated Statements of Financial Condition at March 31,
             1997 (unaudited) and September 30, 1996 (audited)..........    1

             Consolidated Statements of Income for the three and six
             months ended March 31, 1997 and 1996 (unaudited)...........    2

             Consolidated Statements of Cash Flows for the six months
             ended March 31, 1997 and 1996 (unaudited)..................    3

             Notes to Unaudited Interim Consolidated Financial
             Statements.................................................    5

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations........................    6



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...........................   15



SIGNATURES


<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
                                                                      March 31,    September 30,
                                                                        1997           1996
                                                                        ----           ----
                                                                     (unaudited)     (audited)
                                                                           (In Thousands)
Assets
------
<S>                                                                    <C>            <C>     
Cash and cash equivalents.......................................       $ 1,760        $    451

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

Investment and mortgage-backed securities available-for-sale....        12,121          13,365

Investment and mortgage-backed securities held-to-maturity
  (estimated market value of $8,843 in 1997 and $10,181 in 1996)         9,039          10,303

Stock in Federal Home Loan Bank of Seattle, at cost.............           459             400

Loans receivable, net...........................................        27,582          25,859

Accrued interest receivable.....................................           472             496

Premises and equipment, net.....................................           475             502

Other assets....................................................            35              42
                                                                      --------         -------

    Total assets................................................      $ 52,042       $  51,517
                                                                       =======        ========

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

Liabilities

  Deposits......................................................        28,131          29,371

  Advances from Federal Home Loan Bank..........................         9,007           6,113

  Advances from borrowers for taxes and insurance...............            28              53

  Federal income tax payable ...................................           100              15

  Deferred income taxes.........................................            77              81

  Dividends payable.............................................           101             106

  Accrued expenses and other liabilities........................           108             270
                                                                     ---------         -------

    Total liabilities...........................................        37,552          36,009
                                                                      --------         -------

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; 
    1,005,100 issued and outstanding at March 31, 1997
    1,058,000 issued and outstanding at September 30, 1996......           106             106

  Additional paid-in surplus....................................        10,033          10,027

  Retained earnings, substantially restricted...................         6,194           6,058

  Unearned compensation relating to Employee Stock Ownership Plan 
    and Management Stock Bonus Plan, at cost....................        (1,089)           (617)

  Unrealized gain(loss) on securities available-for-sale........           (73)            (66)

  Treasury stock - 52,900 shares (1997), at cost................          (681)              -
                                                                       -------         ------- 

    Total stockholders' equity..................................        14,490          15,508
                                                                        ------         -------

    Total liabilities and stockholders' equity..................       $52,042         $51,517
                                                                        ======          ======
</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       Six Months Ended
                                                       March 31,               March 31,
                                                    1997       1996         1997        1996
                                                  -------     ------       ------      ----- 
                                                     (Unaudited)              (Unaudited)
Interest Income:                            (Dollars in thousands except earnings per share and dividends
                                                              declared per share)
<S>                                               <C>         <C>         <C>        <C>   
  Loans receivable........................          $560        $485        $1,112     $  995

  Mortgage-backed securities..............           137          83           298        167

  Investment securities...................           227         106           464        219

  Interest bearing time deposits..........             2           9             3         18

  Other...................................            16          33            27         48
                                                    ----        ----        ------     ------

     Total interest income................           942         716         1,904      1,447
                                                     ---
Interest expense:

  Deposits................................           339         375           694        737

  Advances from FHLB of Seattle...........           118          52           220         96
                                                    ----        ----       -------   --------

     Total interest expense...............           457         427           914        833
                                                     ---

     Net interest income..................           485         289           990        614

Provision for loan losses.................             -                         -          -
                                                   -----     -------       -------  ---------
     Net interest income after provision 
       for loan losses....................           485         289           990        614

Non-interest income:

  Customer service charges................            10          10            19         21

  Other operating income..................             9           6            16         16

  Gain on sale of investment and mortgage-
    backed securities.....................             1          10             2         21

  Gain on sale of other real estate owned.             -           -             -         13
                                                   -----        ----        ------     ------

     Total non-interest income............            20          26            37         71

Non-interest expense:

  Compensation and benefits...............           140         111           265        211

  Occupancy and equipment.................            26          24            58         45

  FDIC/SAIF deposit insurance premiums....             1          16            17         32

  Advertising.............................             8           9            19         18

  Data processing services................            23          35            48         56

  Other...................................            50          32           118         69
                                                    ----        ----       -------    -------

     Total non-interest expense...........           248         227           525        431
                                                    ----        ----        ------     ------

     Income before income taxes...........           257          88           502        254

Income tax expense........................            89          24           172         81
                                                    ----        ----       -------      -----

     Net income...........................        $  168       $  64        $  330     $  173
                                                   =====         ===         =====      =====

Dividends declared per common share.......         $0.10       $0.00         $0.20      $0.00
                                                    ====        ====          ====       ====

Earnings per common share.................         $0.17       $0.06        $ 0.34      $0.17
                                                    ====        ====         =====       ====
</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>
                                                                Six months Ended
                                                                   March 31,
                                                                 1997      1996
                                                                 ----      ----
                                                                 (In Thousands)
Cash flows from operating activities:                             (Unaudited)
<S>                                                           <C>       <C>    
  Net income.................................................   $   330   $   173

  Adjustments to reconcile net income to net cash provided 
  by operating activities

    Amortization of premiums and discounts on investment 
      securities available-for- sale, net....................          8        -

    Amortization of premiums and discounts on investment 
      securities held-to-maturity, net.......................          2      (44)   

    Federal Home Loan Bank stock dividend....................        (15)     (14)

    Depreciation.............................................        37        29

    Gain on sale of securities...............................        (2)      (21)

    Gain on sale of other real estate owned..................         -       (13)

    ESOP shares committed to be released.....................        28         -

    MSBP deferred compensation...............................        27         -

Change in:

        Accrued interest receivable..........................        24        28

        Other assets.........................................         7       (11)

        Federal income taxes payable.........................        85        48

        Dividends payable....................................        (5)        -

        Accrued expenses and other liabilities...............       (162)      (3)
                                                                   -----       ---

           Net cash provided by operating activities.........        364      172

Cash flows from investing activities:

  Net change in interest bearing deposits....................          -      198

  Purchases of investment and mortgage-backed securities 
    available-for-sale.......................................     (4,649)       -

  Maturities of investment and mortgage-backed securities 
    available-for-sale.......................................      3,338       16

  Proceeds from the sale of investment and mortgage-backed 
    securities available-for-sale............................      2,539        -

  Purchases of investment and mortgage-backed securities 
    held-to-maturity.........................................          -   (6,683)

  Maturities of investment and mortgage-backed securities 
    held-to-maturity.........................................        611    5,376

  Proceeds from the sale of investment and mortgage-backed 
    securities held-to-maturity..............................        650      688

  Purchase of FHLB of Seattle stock..........................        (43)       -

  Net change in loans receivable.............................     (1,723)  (1,456)

  Purchases of premises and equipment........................        (10)     (44)

  Proceeds from sale of other real estate owned..............          -       68
                                                                   -----    -----

    Net cash used in investing activities....................        713   (1,837)
</TABLE>
                                     - 3 -

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                  (continued)
<TABLE>
<CAPTION>
                                                                Six months Ended
                                                                   March 31,
                                                                 1997      1996
                                                                 ----      ----
                                                                 (In Thousands)
                                                                  (Unaudited)
<S>                                                            <C>         <C>  
Cash flows from financing activities:

  Net change in deposits.....................................     (1,240)    (433)

  Net changes in advances from Federal Home Loan Bank........      2,894      687

  Net change in advances from borrowers for taxes and 
    insurance................................................        (25)     (16)

  Dividends paid to stockholders.............................       (194)       -

  Acquisition of common stock for MSBP, at cost..............       (522)       -

  Acquisition of treasury stock, at cost.....................       (681)       -

  Sale of common stock, net of offering costs................          -    9,492
                                                                  ------   ------
  
    Net cash provided in financing activities................       232     9,730
                                                                 ------  --------

Net increase (decrease) in cash and cash equivalents.........     1,309     8,065

Cash and cash equivalents at beginning of year...............       451       268
                                                                 ------     -----

Cash and cash equivalents at end of period...................   $ 1,760  $  8,333
                                                                 ======   =======
</TABLE>

See notes to unaudited interim consolidated financial statements.

                                      - 4 -
<PAGE>



          Notes to Unaudited Interim Consolidated Financial Statements

                                 March 31, 1997

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").

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 March 31, 1997 and 1996 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 preexisting  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).

                                      - 5 -


<PAGE>



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.

NOTE 5:     EARNINGS PER SHARE

Earnings per common share is  calculated  by dividing net income by the weighted
average number of common shares and common stock equivalents  outstanding during
the period.  Shares sold in the Conversion are assumed to have been  outstanding
for all of fiscal year 1996, for purposes of computing  weighted  average shares
outstanding.  Additionally,  unallocated  ESOP  shares  are  excluded  from  the
weighted average common shares outstanding  calculation,  while allocated shares
are considered to be outstanding.  At March 31, 1997, there were 4,571 allocated
ESOP shares. At March 31, 1996, no ESOP shares had been allocated.  The weighted
average  shares  outstanding  for the six month period ended March 31, 19977 was
computed at 997,133 net of weighted average unallocated ESOP shares (60,381).

                                      - 6 -


<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

GENERAL
-------

The  Corporation is a unitary  savings and loan holding  company of the Bank. At
the present time, the Corporation's  only assets are its investment in the Bank,
loans to the Bank's  Employee  Stock  Ownership  Plan ("ESOP") and the Bank. 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"),
and short-term U.S. Agency  securities.  To a lesser extent, the Bank originates
commercial real estate loans and business loans.

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

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

At March 31, 1997,  assets totaled  $52.04  million  compared to total assets of
$51.52  million at September  30, 1996.  Asset growth was  attributed to a $1.72
million  increase in net loans  receivable due to the demand for housing related
loans and a $1.31 million increase in cash and cash equivalents. These increases
were  somewhat  offset by a combined  $2.51 million  decline in  investment  and
mortgage-backed  securities  available  for sale and  those  securities  held to
maturity.

Total  deposits  declined  by $1.24  million  or 4.2%  from  $29.37  million  at
September 30, 1996 to $28.13 million at March 31, 1997.  Loan growth and deposit
outflows were primarily funded by additional advances from the Federal Home Loan
Bank of Seattle  ("FHLB").  FHLB advances  increased by $2.90 million from $6.11
million at September 30, 1996 to $9.01 million at March 31, 1997.

                                      - 7 -


<PAGE>



Total  stockholders'  equity  declined by $1.02  million from $15.51  million to
$14.49  million  primarily as a result of stock  repurchases.  In January  1997,
after obtaining regulatory approval,  the Corporation  purchased 52,900 share of
its common stock for approximately  $681,000. In addition to this purchase,  the
Corporation  purchased an  additional  42,320 shares of its common stock for the
Bank's  restricted  stock plan. The stock plan was approved by stockholders at a
special  meeting  held on  October  2, 1996.  Stockholders'  equity was  further
reduced by a $.10 per share cash dividend that was declared in March 1997.

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

Non-performing  assets  totaled  $119,000  at March 31,  1997,  or 0.2% of total
assets.  This compares to $32,000 at September 30, 1996 or 0.1% of total assets.
The increase in  non-performing  assets was primarily due to the  delinquency of
two home loans;  both borrowers are behind on loan payments due to reductions in
their respective incomes. See also "Key Operating Ratios."

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

      Comparison of Six Months Ended March 31, 1997 and 1996.
      -------------------------------------------------------

Net Income.  Net income for the six months ended March 31, 1997 totaled $330,000
compared to $173,000  for the six months  ended March 31,  1996.  Net income was
higher in 1997 than in 1996  primarily  because of a 31.3%  increase  in average
earning assets. Average earning assets increased from $38.81 million for the six
month period ended March 31, 1996 to $50.97  million for the same period in 1996
primarily as a result of net proceeds  received from the  Corporation's  initial
stock  offering.  Although the stock  proceeds  were  received at the end of the
period in 1996, the proceeds were not fully invested in higher  yielding  assets
until the later part of April 1996.  Net proceeds from the sale of stock totaled
$9.49  million.  Net  income for 1996  included a $21,000  gain from the sale of
mortgage-backed  securities  and a $13,000  gain from the sale of a  repossessed
home.  In  1997,  a  $2,000  gain  was  recognized  from  the  sale  of  certain
mortgage-backed and investment securities available for sale.

Interest Income.  Interest income totaled $1.90 million for the six months ended
March 31,  1997  compared to $1.45  million  for the six months  ended March 31,
1996.  The  increase was  primarily  due to an  significant  increase in average
earning  assets.  The yield on average earning assets was up slightly from 7.46%
for the six months  ended March 31, 1996 to 7.47% for the six months ended March
31, 1997.

Interest  Expense.  Interest expense  increased from $833,000 for the six months
ended March 31, 1996 to $914,000 for the six months  ended March 31,  1997.  The
increase was  primarily  attributed  to an increase  the average  volume of FHLB
advances.  Average FHLB  advances  increased by $4.41 million from $3.54 million
for the six month period ended March 31, 1996 to $7.95 million for the six month
period  ended March 31,  1997.  This  increase in interest  expense was somewhat
offset by a decline in the cost of average  interest-bearing  liabilities.  From
the six month  period  ended March 31, 1996 to the six month  period ended March
31, 1997 the cost of interest-bearing  liabilities declined from 5.25% to 5.04%.
A decline in the cost of interest-bearing deposits from 5.23% for the six months
ended March 31, 1996 to 4.90% for

                                      - 8 -


<PAGE>



the six  months  ended  March 31,  1997  caused  interest  expense to decline by
approximately $46,000.

Provisions for Credit Losses.  There was no provision for loan losses for either
of the six months  ended March 31, 1997 or 1996.  Loan  charge-offs  for the six
months ended March 31, 1997 totaled  $5,000 while  recoveries  also total $5,000
thus causing no change in loan loss  reserves.  There were no credit  losses for
the six months ended March 31,  1996.  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.

Net Interest Income. Net interest income increased by $376,000 from $614,000 for
the six months  ended March 31, 1996 to $990,000  for the six months ended March
31, 1997 primarily as a result of an increase in average  earnings  assets.  For
the  periods   covered,   the  ratio  of  average   earning  assets  to  average
interest-bearing liabilities increased from 122.38% to 140.60%, respectively.

Total Non-interest Income.  Non-interest income declined by $34,000 from $71,000
for the six months  ended  March 31,  1996 to $37,000  for the six months  ended
March 31,  1997.  The decrease was  primarily  attributed  to a reduction in the
amount of gain from the sale of investment and  mortgage-backed  securities from
$21,000  for the six months  ended  March 31,  1996 to $2,000 for the six months
ended March 31,  1997.  In 1996, a gain of $13,000 was recorded on the sale of a
repossessed  home; no such gains were recognized in 1997. No significant  change
occurred in the other components of non-interest income for the periods covered.
See also  "--Comparison  of Three  Months Ended March 31, 1997 and 1996 -- Total
Non-interest Income."

Total Non-interest  Expense.  Non-interest expense increased by $94,000 or 21.8%
from  $431,000  for the six months  ended March 31, 1996 to $525,000 for the six
months  ended March 31,  1997.  Non-interest  expense was higher in 1997 than in
1996 due to an increase in compensation expense and due to costs associated with
being a public company.  Compensation expense increased by $54,000 from $211,000
for the six months  ended March 31, 1996 to  $265,000  for the six months  ended
March 31, 1996  primarily as a result of costs  associated  with the Bank's ESOP
and Management  Stock Bonus Plan "MSBP";  the MSBP was approved by a majority of
stockholders  at a special  meeting  held on October 2, 1996.  The  increase  in
compensation  expense was also caused by general  employee pay increases and the
hiring of an additional employee in April 1996.

Other  operating  expenses  increased by $49,000 from $69,000 for the six months
ended March 31, 1996 to $118,000 for the six months  ended March 31, 1997.  Part
of the increase in other operating  expenses was due, in part, to an increase in
legal fees of $25,000 for the periods covered.  Legal fees included work done on
the ESOP and MSBP,  Securities and Exchange Commission reporting documents,  the
special  stockholders'  meeting  conducted on October 2, 1996 and other  related
items. These costs are expected to decline in the future. The balance

                                     - 9 -


<PAGE>



of other  operating  expenses  were  comprised of corporate  state taxes,  proxy
solicitation  fees and  other  costs  associated  with  being a  public  company
(including printing and mailing costs).

Occupancy and equipment  expenses  increased by $13,000 from $45,000 for the six
months  ended March 31, 1996 to $58,000 for the six months  ended March 31, 1997
as a result of an increase in depreciation expense and costs associated with the
maintenance  of the  Bank's  office  building.  Insurance  premiums  paid to the
Federal Deposit Insurance  Corporation  ("FDIC") for deposit insurance  coverage
declined  by $15,000  from  $32,000  for the six months  ended March 31, 1996 to
$17,000  for the six months  ended  March 31,  1997.  There were no  significant
changes  in the  other  components  of  non-interest  expenses  for the  periods
covered.

Provision  for Income  Taxes.  The  effective  tax rate for the six months ended
March 31, 1997 and 1996 was 34.26% and 31.89%, respectively.

      Comparison of Three Months Ended March 31, 1997 and 1996
      --------------------------------------------------------

General. For the three months ended March 31, 1997, the Corporation posted a net
profit of $168,000 as compared  with net profit of $64,000 for the three  months
ended March 31, 1996.  The increase in net income was primarily  attributed to a
significant  increase  in  average  earnings  assets.  Average  earnings  assets
increased by $9.83 million from $40.75  million for the three month period ended
March 31, 1996 to $50.58 million for the three month period ended March 31, 1997
primarily as a result of the receipt of $9.49  million in net proceeds  received
from the Corporation's initial stock offering.

Interest  Income.  Total interest income increased by $226,000 from $716,000 for
the three  months  ended March 31, 1996 to $942,000  for the three  months ended
March 31, 1997. The increase in interest income was due, in part, to an increase
in average earning assets. From March 31, 1996 to March 31, 1997 average earning
assets  increased  from  $40.75  million to $50.76  million,  respectively.  The
increase  in average  earnings  assets  caused  interest  income to  increase by
$186,000.  The  balance  of the  increase  in  interest  income was caused by an
increase in the yield on earning  assets  from 7.03% for the three month  period
ended March 31, 1996 to 7.45% for the three month  period  ended March 31, 1997.
As previously  indicated,  the increase in average  earning assets was primarily
funded by the net proceeds received through the stock offering.

Interest Expense.  Total interest expense increased by $30,000 from $427,000 for
the three  months  ended March 31, 1996 to $457,000  for the three  months ended
March 31, 1997 as a result of an increase in average FHLB advances. Average FHLB
advances increased from $4.09 million for the three month period ended March 31,
1996,  to $8.67  million for the three month  period  ended  March 31,  1997.  A
decline in the cost of interest-bearing liabilities somewhat offset the increase
in interest  expense  caused by additional  advances from the FHLB.  The cost of
interest-bearing  liabilities  for the periods  covered  declined  from 5.32% to
5.01%,  respectively.  See also "--Comparison of Six Months Ended March 31, 1997
and 1996 -- Total Interest Expense."

                                     - 10 -


<PAGE>



Provision for Credit Losses. There was no loan loss provision made for the three
months ended March 31, 1997.  See also  "--Comparison  of Six Months Ended March
31, 1997 and 1996 -- Provision for Credit Losses."

Net Interest Income. Net interest income increased by $196,000 from $289,000 for
the three  months  ended March 31, 1996 to $485,000  for the three  months ended
March 31,  1997.  The net interest  margin  increased by a 100 basis points from
2.76% to 3.76% for the  periods  covered.  The  reason for the  increase  in net
interest income and net interest  margin was primarily  attributed to the influx
of  funds  from  the  stock   offering.   These  funds  were  used  to  purchase
interest-bearing  assets.  During the periods  covered,  average  earning assets
increased from $40.75 million to $50.58  million,  respectively.  As a result of
this increase in earning assets, the ratio of earning assets to interest-bearing
liabilities  increased  from  127.02% for the three month period ended March 31,
1996 to 138.59% for the three month  period  ended March 31,  1997.  See also --
"Comparison of Six Months Ended March 31, 1997 and 1996 -- Net Interest Income."

Total Non-Interest  Income.  Non-interest income declined by $6,000 from $26,000
for the three  months ended March 31, 1996 to $20,000 for the three months ended
March 31, 1997. The decline was attributed to a reduction in gains from the sale
of investment and  mortgage-backed  securities from $10,000 in 1996 to $1,000 in
1997. Other operating  income  increased by $3,000 for the periods covered.  See
also "--  Comparison  of Six  Months  Ended  March  31  1997,  and 1996 -- Total
Non-Interest Expenses."

Total  Non-Interest  Expense.  Non-interest  expense  increased  by $21,000 from
$227,000  for the three  months  ended March 31, 1996 to $248,000  for the three
months ended March 31, 1997 as a result of an increase in compensation expenses,
legal fees and other operating expenses. These increases were somewhat offset by
a $15,000 decline in FDIC deposit insurance premiums.

Compensation  expenses  increased by $29,000 from  $111,000 for the three months
ended  March 31,  1996 to  $140,000  for the three  months  ended March 31, 1997
primarily as a result of costs  associated  with the Bank's stock  benefit plans
and to general employee pay increases.  The hiring of an additional  employee in
April 1996 also caused compensation expense to increase.

Other operating expenses increased from $32,000 for the three months ended March
31, 1996 to $50,000 for the three months  ended March 31,  1997.  An increase in
legal fees from $300 for the three months ended March 31, 1996 to $9,000 for the
three  months  ended  March 31,  1997 was the major  contributing  factor of the
increase. The balance of the increase in other operating expenses was attributed
to costs associated with being a public company.  See also "-- Comparison of Six
Months Ended March 31, 1997 and 1996 - Total Non-Interest Expense."

Provision  for Income  Taxes.  The effective tax rate for the three months ended
March 31, 1997 and 1996 was 34.63% and 27.27%, respectively.

                                     - 11 -


<PAGE>



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

Capital Compliance.  The following table presents the Bank's compliance with its
regulatory capital requirements of March 31, 1997.
<TABLE>
<CAPTION>
                                                                At March 31, 1997
                                                             ----------------------
                                                                         Percentage
                                                             Amount      of Assets
                                                             ------      ----------
                                                          (Dollars in Thousands)

<S>                                                          <C>            <C>   
GAAP Capital..........................................       $10,340        19.87%



Tangible capital......................................       $10,413        19.97%

Tangible capital requirement.........................            782         1.50%
                                                             -------       ------

Excess...............................................        $ 9,631        18.47%
                                                              ======        =====



Core capital..........................................       $10,413        19.97%

Core capital requirements...........................           1,565         3.00%
                                                              ------        -----

Excess..............................................         $ 8,848        16.97%
                                                              ======        =====



Total risk-based capital (1)..........................       $10,688        48.63%

Total risk-based capital requirement (1)............           1,758         8.00%
                                                              ------         ----

Excess (1)..........................................         $ 8,930        40.63%
                                                              ======        =====
</TABLE>

------------

(1)   Based on risk-weighted assets of $21,979.

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.  Increased borrowings were necessary to meet the increased
loan demand.

                                     - 12 -


<PAGE>



Liquidity.  The Bank's  liquidity is a measure of its ability to fund loans, pay
withdrawals of deposits, and other cash outflows in an efficient, cost effective
manner.   The  Bank's  primary  source  of  funds  are  deposits  and  scheduled
amortization  and prepayment of loans.  During the past several years,  the Bank
has used such funds  primarily  to fund  maturing  time  deposits,  pay  savings
withdrawals,  fund lending commitments,  purchase new investments,  and increase
liquidity.  The Bank  funds  its  operations  internally  but  supplements  with
borrowed  funds from the FHLB of  Seattle.  As of March 31,  1997 such  borrowed
funds totaled $9.01 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 5% of its net  withdrawable  accounts
plus short-term  borrowings.  Short-term  liquid assets must consist of not less
than 1% of such accounts and  borrowings,  which amount is also included  within
the 5%  requirement.  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  20.52%  and  30.77%  at March  31,  1997  and  1996,
respectively, and its short term liquidity was 4.40% and 21.79.%, at such dates,
respectively.

The amount of  certificate  accounts  which are  scheduled to mature  during the
twelve  months ending March 31, 1997 is  approximately  $13.29  million.  To the
extent  that these  deposits do not remain at the Bank upon  maturity,  the Bank
believes that it can replace these funds with deposits,  excess liquidity,  FHLB
advances  or  outside  borrowings.  It has been  the  Bank's  experience  that a
substantial portion of such maturing deposits remain at the Bank.

At March 31, 1997, the Bank had loan  commitments  outstanding of $581,000 and a
$700,000 commitment to purchase a short-term REMIC. 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.

                                     - 13 -


<PAGE>




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

The Corporation,  in a press release dated April 10, 1997, announced that it had
received  regulatory  authorization to repurchase up to 5% (or 50,255) shares of
the Corporation's  common stock. This repurchase  program follows the repurchase
of 52,900  shares of common  stock  during the first year  following  the Bank's
mutual-to-stock conversion.

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
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.

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

                                               Three Months Ended         Six Months Ended             
                                                   March 31,                 March 31,          
                                               ------------------         ----------------
                                                1997 (1)  1996 (1)      1997 (1)   1996 (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......................    1.30%     0.61%         1.27%      0.87%
                                                                       
Return on average equity......................    4.63%     2.78%         4.38%      4.57%
                                                                       
Interest rate spread..........................    2.44%     1.70%         2.43%      2.20%
                                                                       
Net interest margin...........................    3.76%     2.76%         3.81%      3.08%
                                                                       
Noninterest expense to average assets.........    1.92%     2.16%         2.02%      2.16%
                                                                       
Net charge-offs to average outstanding loans..    0.00%     0.00%         0.00%      0.00%
                                                                       
</TABLE>                                                           


                                                At March 31, At September 30,
                                                    1997          1996
                                                ------------ ----------------
Nonaccrual and 90 days past due loans.........       119            32   
                                                              
Repossessed real estate.......................         0             0
                                                              
  Total nonperforming assets..................       119            32
                                                              
Allowance for credit losses to nonperforming                  
  assets......................................    240.34%       862.50%
                                                              
Nonperforming loans to total loans............      0.34%         0.12%
                                                              
Nonperforming assets to total assets..........      0.17%         0.06%
                                                              
Book value per share (2)......................    $14.42        $14.66
                                                          
                                                 
----------------                          
(1)  The ratios for the three- and three- month periods are annualized.
(2)  The number of shares  outstanding  as of March 31, 1997 and  September  30,
     1996 were  1,005,100 and  1,058,000,  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 March 31,  1997.  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
        -----------------

            Not applicable.

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: April 18, 1997      By: /s/ Deane D. Bjerke
                              Deane D. Bjerke
                              President and
                              Chief Executive Officer
                              (Principal Executive Officer)

Date: April 18, 1997      By: /s/ Dalen C. Slater
                              Dalen C. Slater
                              Senior Vice President and Chief Financial Officer
                              (Principal Accounting and Financial Officer)