SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One):

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [FEE REQUIRED] For the fiscal year ended September 30, 1996,
                                                          -------------------

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE  ACT  OF  1934  [NO  FEE  REQUIRED]  For  the  transition  period
     from                      to                  .
          --------------------    ----------------

     Commission File No. 0-25546


                        MISSISSIPPI VIEW HOLDING COMPANY
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

Minnesota                                                41-1795363
---------------------------------------------         ------------------
(State or Other Jurisdiction of Incorporation         I.R.S. Employer
or Organization)                                      Identification No.

35 East Broadway, Little Falls, Minnesota                   56345
---------------------------------------------         ------------------
(Address of Principal Executive Offices                   (Zip Code)

Issuer's Telephone Number, Including Area Code:         (320) 632-5461
                                                        --------------

Securities registered pursuant to Section 12(b) of the Act:    None
                                                               ----

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

        Check whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ].
           ---     ---

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-B is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.
[X]

        State issuer's revenues for its most recent fiscal year. $558,768

        As of  December  19,  1996,  there were issued and  outstanding  859,714
shares of the registrant's Common Stock.

        The Registrant's voting stock trades on the Nasdaq SmallCap Market under
the symbol  "MIVI."  The  aggregate  market  value of the  voting  stock held by
non-affiliates  of the  registrant,  based on the last  price  the  registrant's
Common  Stock was sold on December 19, 1996,  was  $7,380,468  ($12.00 per share
based on 615,039 shares of Common Stock outstanding).

Transition Small Business Disclosure Format (check one)
YES [ ] NO [X]
    ---    ---

                       DOCUMENTS INCORPORATED BY REFERENCE

     1. Portions of the Annual Report to Stockholders  for the Fiscal Year ended
September 30, 1996. (Parts I, II, and IV)

     2. Portions of the Proxy Statement for the Annual Meeting of  Stockholders.
(Part III)
<PAGE>



PART I

Item 1.  Business
-----------------

General

        Mississippi   View  Holding  Company  (the  "Company")  is  a  Minnesota
corporation  organized in November  1994 at the  direction of Community  Federal
Savings and Loan Association of Little Falls (the  "Association")  in connection
with  the   Association's   conversion  from  the  mutual  to  stock  form  (the
"Conversion").  On March 23, 1995, the Association  completed the Conversion and
became a wholly  owned  subsidiary  of the  Company.  The  Company  is a unitary
savings and loan holding  company which,  under existing laws,  generally is not
restricted in the types of business  activities in which it may engage  provided
the  Association  retains a  specified  amount of its assets in  housing-related
investments.

        The  Association  is  a  federally  chartered  stock  savings  and  loan
association.  The Association's only office is located in Little Falls, Morrison
County,  Minnesota.  The  Association  was founded in 1934 under the name Little
Falls Federal  Savings and Loan  Association  of Little  Falls.  The name of the
Association  was changed to Community  Federal  Savings and Loan  Association of
Little  Falls in July  1977.  The  Association  is subject  to  examination  and
comprehensive  regulation  by the Office of Thrift  Supervision  ("OTS") and its
deposits  are  federally  insured  by the  Savings  Association  Insurance  Fund
("SAIF").  The  Association is a member of and owns capital stock in the Federal
Home Loan Bank ("FHLB") of Des Moines,  which is one of the 12 regional banks in
the FHLB System.

        The Association  attracts deposits from the general public and uses such
deposits,  without  outside  borrowings,   primarily  to  invest  in  investment
securities and to originate loans secured by first mortgages on  owner-occupied,
one- to four-family  residences in its market area. To a much lesser extent, the
Association  also  originates  residential  real estate  construction  loans and
consumer loans.

        The principal sources of funds for the Association's  lending activities
are  deposits  and the  amortization,  repayment,  and  maturity  of  loans  and
investment  securities.  The  Association  does not rely on  brokered  deposits.
Principal sources of income are interest on loans and investment securities. The
Association's principal expense is interest paid on deposits.

Market Area and Competition

        The  Association's  primary  market area  consists  of Morrison  County,
Minnesota.  Morrison County has traditionally been one of the lower income areas
of the state and has carried a comparatively higher unemployment rate than other
areas of the state. The county has been successful in recent years in attracting
new and in retaining existing  businesses through the progressive  activities of
its County Board, Little Falls City Council,  Little Falls Economic  Development
Authority,  Morrison County Rural Finance Development  Authority,  and Community
Development of Morrison County Corporation. Little Falls financial institutions,
including the  Association,  have  demonstrated  cooperation in providing needed
expertise  and gap financing to facilitate  the community  development  process.
Morrison  County is the home of three  major  recreational  boat  manufacturers;
Larson,  Crestliner, and Glastron. The financial performance and employment size
of the recreational boat industry have  historically been highly cyclical.  Also
located in Morrison County are a paper mill, a national mailing distributor, and
Camp Ripley,  a prominent  National  Guard training  facility.  According to the
Minnesota Department of Agriculture,  Morrison County is the third largest dairy
producing county in the State.

                                        1


<PAGE>



        The Association  encounters strong competition both in the attraction of
deposits  and  origination  of real estate and other  loans.  Competition  comes
primarily from eight  commercial banks and two credit unions with offices in its
market area. In addition,  the Association competes with investment and mortgage
banking  companies  that  operate in the area.  Due to their  size,  some of the
Association's  competitors  possess greater  financial and marketing  resources.
Based on  published  figures,  the  Association  is the only thrift  institution
headquartered  in  Morrison  County,  Minnesota,  and  third  largest  financial
institution  headquartered in Morrison County,  Minnesota on the basis of assets
as of June 30, 1996. The Association  competes for savings  accounts by offering
depositors competitive interest rates and a high level of personal service. Over
the past four years,  the  Association  has added low cost  noninterest  bearing
checking accounts,  safety deposit boxes, a drive-up ATM, plastic cash and check
cards, and checking account overdraft  protection and home equity line of credit
in order to remain competitive in its market.

Lending Activities

        General. The Association's loan portfolio predominantly consists of both
adjustable-rate   and  fixed-rate   mortgage  loans  secured  by  single  family
residences and, to a much lesser extent,  commercial  mortgage and  construction
loans. The Association also makes consumer loans,  consisting of savings account
loans, second mortgages, low document 10-year first mortgages, home improvement,
new and used  automobiles,  recreational  vehicles,  and unsecured  loans. As of
September 30, 1996,  the  Association's  total net portfolio of loans (the "loan
portfolio")  was $43.2 million,  of which $33.7 million,  or 78%, was secured by
residential real estate.

        The Association's  available funds have  historically  exceeded the loan
demand in the  Association's  market area. To supplement its loan  originations,
the Association has made purchases of loans, loan participations, and investment
securities.  However,  since 1984, the Association has essentially  discontinued
the purchase of whole loans and loan  participations.  If loan demand remains at
its present  level,  the  Association's  purchases of investment  securities are
likely to remain constant or increase.  Because investment  securities generally
provide  for  lower  returns  than  loans  originated  by the  Association,  the
increased use of investment  securities  may  negatively  impact net income.  In
addition,  no  assurances  can be given  that the  Association  will not  resume
purchasing whole loans or loan participations in the future.

                                        2


<PAGE>



        Analysis of Loan Portfolio. Set forth below is selected data relating to
the composition of the Association's loan portfolio by type of loan on the dates
indicated:
<TABLE>
<CAPTION>

                                                             At September 30,
                                            ----------------------------------------------------
                                                       1996                           1995
                                            ------------------------     -----------------------
                                                $               %           $                %
                                            -------          ------      -------          ------
                                                           (Dollars in Thousands)
     
     Type of Loans:
     --------------
     <S>                                    <C>              <C>        <C>               <C>    
     Construction loans .................   $   627            1.40%     $ 1,136            2.53%  
     Residential                                                         
       (includes held for sale)(1) ......    33,682           75.54       35,919           79.86
     Commercial .........................     1,417            3.18        1,269            2.82
     Other (includes land) ..............         -               -           33            0.07
     Commercial business loans ..........       351            0.79            4            0.01
     Consumer loans                                                      
       (includes held for sale):                                                                 
       Low document mortgage (2) ........     1,619            3.63        2,397            5.33
       Other consumer and land ..........     6,894           15.46        4,219            9.38
                                            -------          ------      -------          ------
          Total loans ...................    44,590          100.00%      44,977          100.00%
                                                                         =======          ======
     Less:                                                               
       Loans in process .................       228                          746
       Deferred loan origination fees and                                
         costs ..........................       236                          222
       Allowance for loan losses ........       877                          962
                                            -------                      -------
     Total loans, net ...................   $43,249                      $43,047
                                            =======                      =======
</TABLE>                                                            
                                                               
--------------
(1)  Includes one- to four-family and multi-family residential real estate.
(2)  Consists primarily of second mortgage and low documentation  mortgage loans
     with terms of ten years or less.

                                        3


<PAGE>



        Loan Maturity Tables. The following table sets forth the maturity of the
Association's  loan  portfolio at September 30, 1996. The table does not include
prepayments of scheduled  principal  repayments  which totalled $6.0 million and
$4.6 million for the years ended September 30, 1996 and 1995, respectively.  All
mortgage loans are shown as maturing based on contractual maturities.
<TABLE>
<CAPTION>

                                               Multi-Family &
                               1-4 Family        Commercial                           Commercial
                               Real Estate          Real                              Business &
                                Mortgage           Estate          Construction        Consumer            Total
                                --------           ------          ------------        --------            -----
                                                                  (In Thousands)

<S>                                 <C>              <C>                   <C>              <C>              <C>     
Non-performing............          $     31         $       -             $    -           $    17          $     48
Amounts Due:
Within 3 months...........                32                 1                551               221               805
3 months to 1 Year........                89                29                 76               413               607

After 1 year:
  1 to 3 years............               625               597                  -             1,529             2,751
  3 to 5 years............             1,015               205                  -             2,298             3,518
  5 to 10 years...........             5,776               851                  -             4,386            11,013
  10 to 20 years..........            15,077               418                  -                 -            15,495
  Over 20 years...........            10,308                45                  -                 -            10,353
                                      ------           -------             ------            ------            ------

Total due after one year..            32,801             2,116                  -             8,213            43,130
                                      ------             -----             ------             -----            ------
Total amount due..........           $32,953            $2,146           $    627            $8,864            44,590
                                      ======             =====            =======             =====
Less:

Allowance for loan losses..........................................................................               877
Undisbursed portion of mortgage loans..............................................................               228
Deferred loan fees.................................................................................               236
                                                                                                              -------
  Loan receivable, net.............................................................................           $43,249
                                                                                                               ======
</TABLE>



        The following  table sets forth the dollar amount of all loans due after
September  30, 1997,  which have  pre-determined  interest  rates and which have
floating or adjustable interest rates.
<TABLE>
<CAPTION>

                                                               Floating or
                                       Fixed Rate            Adjustable Rates       Total
                                       ----------            ----------------       -----
                                                       (In Thousands)

<S>                                       <C>                     <C>              <C>    
One-to-four family..............          $ 8,428                 $24,373          $32,801
Commercial real estate..........            1,526                     590            2,116
Consumer........................            7,397                     816            8,213
                                           ------                 -------           ------
  Total.........................          $17,351                 $25,779          $43,130
                                           ======                  ======           ======
</TABLE>



                                        4


<PAGE>



        One- to Four-Family Residential Loans. The Association's primary lending
activity consists of the origination of single family residential mortgage loans
secured by  property  located in the  Association's  primary  market  area.  The
Association generally originates one- to four-family  residential mortgage loans
in amounts up to 80% of the lesser of the  appraised  value or selling  price of
the mortgaged property.  The Association  requires private mortgage insurance on
loans  originated at 80 to 95% of the lesser of the  appraised  value or selling
price. Loans equal to 100% of the lesser of appraised value or selling price are
offered if  insured by Farmers  Home  Administration  ("FmHA")  or the  Veterans
Administration ("VA"). Loans with a 95 to 98% loan to value ratio are offered if
insured by the U.S. Department of Housing and Urban Development  ("HUD").  Loans
insured by other agencies are sold on the secondary market.

        Loan   originations  are  generally   obtained  from  existing  or  past
customers,  members of the local  community,  and referrals from realtors within
the  Association's  lending  area.  Mortgage  loans  originated  and held by the
Association in its portfolio generally include due-on sale clauses which provide
the Association with the contractual  right to deem the loan immediately due and
payable in the event  that the  borrower  transfers  ownership  of the  property
without the  Association's  consent.  As of September 30, 1996, $33.4 million or
77.2% of mortgage loans consisted of one- to four-family  residential  loans, of
which 27.4% were fixed rate loans.

        The Association  primarily originates for its portfolio  adjustable-rate
mortgage  loans  with up to 30 year terms that  adjust  annually  based upon the
one-year  Treasury Bill rate and fixed-rate  mortgage loans with a 15 year term.
The Association  also  originates 20 and 30 year  fixed-rate  mortgage loans for
sale in the secondary market. The Association had limited success in originating
ARMs during periods of prevailing low market interest rates. ARMs generally have
a 2% cap on any change in the interest  rate per year,  with an overall limit of
6% on any  increase  or  decrease  over  the  life  of the  loan.  Although  the
Association  occasionally  offers  discounts  on the  interest  rate on its ARMs
during the first year of the mortgage loan for competitive reasons, generally it
determines  a  borrowers  ability  to  pay  at  the  fully-  indexed  rate.  The
Association  also offers a mortgage  product that is fixed for a specified  time
period after which the loan converts to an adjustable  rate  mortgage.  The rate
adjusts  annually and is tied to the one-year  Treasury  Bill.  The  Association
offers a 3-year fixed/1-year adjustable rate mortgage.

        Adjustable-rate  mortgage  loans  decrease  the  risks  associated  with
changes in interest  rates,  but involve other risks because,  as interest rates
increase, the underlying payments by the borrower increase,  thus increasing the
potential for default.  At the same time,  the  marketability  of the underlying
collateral, may be adversely affected by higher interest rates. These risks have
not had an adverse effect on the Association to date.

        Interest  rates charged on fixed rate mortgage  loans are  competitively
priced  based on market  conditions  and the  Association's  cost of funds.  The
origination  fees for fixed rate loans were  generally 1% at September 30, 1996.
Generally,  the Association's  standard  underwriting  guidelines for fixed rate
mortgage loans conform to Federal Home Loan Mortgage  Corporation  ("FHLMC") and
Federal  National  Mortgage  Association  ("FNMA")  guidelines.  The Association
currently  sells  essentially  all  30-year  fixed  rate  mortgage  loans in the
secondary   market,   servicing   released.   As  of  September  30,  1996,  the
Association's  portfolio of loans previously originated,  sold, and serviced for
others totalled approximately $2.8 million.

        Multi-Family  and Commercial  Real Estate Loans. In order to participate
in local projects that will benefit the community,  the Association originates a
limited  number of commercial  real estate and  multi-family  real estate loans.
Commercial real estate and  multi-family  real estate secured loans are reviewed
on a loan by loan  basis  and must be  approved  by the  Association's  Board of
Directors. The

                                        5


<PAGE>



Association's  commercial  real  estate  loan  portfolio  consists  of  seasoned
permanent   loans  secured  by  improved   property   such  as  retail   stores,
manufacturing facilities,  and other non-residential  buildings. As of September
30, 1996, the  Association  had  multi-family  and commercial  real estate loans
totalling  $2.3 million,  or 5.4% of the  Association's  loan portfolio of which
$827,447 were secured by multi-family real estate.

        Loans  secured by  multi-family  and  commercial  real estate  generally
involve a  greater  degree of risk  than  residential  mortgage  loans and carry
larger loan balances. This increased credit risk is a result of several factors,
including  the  concentration  of  principal  in a  limited  number of loans and
borrowers,  the  effects  of general  economic  conditions  on income  producing
properties,  and the increased  difficulty of evaluating  and  monitoring  these
types of loans. Furthermore,  the repayment of loans secured by multi-family and
commercial real estate is typically  dependent upon the successful  operation of
the related real estate  project.  If the cash flow from the project is reduced,
the  borrower's  ability to repay the loan may be impaired.  As of September 30,
1996, the largest  permanent  multi-family  and commercial  real estate loan was
secured by a commercial property in Little Falls, Minnesota and had a balance of
$581,000 and was current.

        Construction  Loans. The Association  primarily makes loans to construct
single-family owner occupied homes which upon completion of construction convert
to permanent financing.  For at least the past 10 years, the Association has not
made construction loans to builders for the purpose of spec homes.

        Construction  loans are made to owners for construction of their primary
residence on a  construction/permanent  basis.  Construction/permanent  loans to
owner/borrowers  have either fixed or adjustable  rates and are  underwritten in
accordance with the same terms and requirements as the  Association's  permanent
mortgages on existing  properties except that the building  contractor must meet
the  Association's  Board  approved   construction  lending  policy.  The  loans
generally  provide  for  disbursement  of  loan  proceeds  in  stages  during  a
construction  period of up to six months.  Borrowers are required to pay accrued
interest on the outstanding  balance monthly during the  construction  phase. At
September 30, 1996,  there was $227,762  outstanding  in  construction  loans to
owner/borrowers with $626,900 in outstanding loans in process allocated to these
projects.  The Association originated $1.1 million in construction loans on one-
to four-family properties during fiscal 1996.

        Construction  financing  is  generally  considered  to  involve a higher
degree of risk of loss than  long-term  financing  on  improved,  occupied  real
estate.  Risk of loss on a  construction  loan is  dependent  largely  upon  the
accuracy  of the initial  estimate  of the  property's  value at  completion  of
construction  or  development  and the estimated  cost  (including  interest) of
construction. During the construction phase, a number of factors could result in
delays and cost  overruns.  If the estimate of  construction  costs proves to be
inaccurate,  the  Association may be required to advance funds beyond the amount
originally committed to permit completion of the development. If the estimate of
value proves to be inaccurate, the Association may be confronted, at or prior to
the maturity of the loan, with a project having a value which is insufficient to
assure full repayment.

        The  Association  is not  engaged  in any  other  significant  loans for
commercial  development,  land  acquisition,  and development of condominiums or
apartment building.

        Consumer and Other Loans. The Association also offers consumer and other
loans in the form of second  mortgages and low document  10-year first mortgages
which totalled $3.2 million and $3.9

                                        6


<PAGE>



million  at  September  30,  1996  and  1995,   respectively,   and  automobile,
recreational  vehicle and mobile home loans, home improvement loans, home equity
lines of credit,  savings  account loans,  and  commercial  business loans which
totalled  $5.6  million  and $4.2  million  at  September  30,  1996  and  1995,
respectively.  At September 30, 1996,  3.74% of total loans  consisted of second
mortgage  loans.   Federal   regulations   permit  federally   chartered  thrift
institutions  to make  secured  and  unsecured  consumer  loans  up to 35% of an
institution's  assets. In addition, a federal thrift has lending authority above
the 35% category for certain  consumer loans,  property  improvement  loans, and
loans secured by savings accounts.  The Association originates consumer loans in
order to provide a wider range of financial services to its customers.  Consumer
loans generally have shorter terms and higher interest rates than mortgage loans
but generally  involve more credit risk than mortgage  loans because of type and
nature of the collateral  and, in certain cases,  the absence of collateral.  In
addition,   consumer  lending   collections  are  dependent  on  the  borrower's
continuing  financial  stability,  and  thus  are more  likely  to be  adversely
effected by job loss, divorce,  illness, and personal bankruptcy. In most cases,
any  repossessed  collateral  for a defaulted  consumer loan will not provide an
adequate source of repayment of the outstanding loan balance because of improper
repair and  maintenance of the  underlying  security.  The remaining  deficiency
often does not  warrant  further  substantial  collection  efforts  against  the
borrower.  The Association  believes that the generally  higher yields earned on
consumer loans  compensate for the increased  credit risk  associated  with such
loans and that  consumer  loans are  important  to its efforts to  increase  the
interest  rate  sensitivity  and  shorten  the  average  maturity  of  its  loan
portfolio.

        In connection with consumer loan applications,  the Association verifies
the  borrower's  income and reviews a credit  bureau  report.  In addition,  the
relationship  of the loan to the value of the  collateral is considered  and the
borrower  debt  to  income  ratio  must  meet  the  Association's   underwriting
guidelines.

        Federal thrift  institutions  are permitted to make secured or unsecured
loans for commercial,  corporate,  business, or agricultural purposes, including
the issuance of letters of credit  secured by real estate,  business  equipment,
inventories,  accounts receivable, and cash equivalents. The aggregate amount of
such loans outstanding may not exceed 10% of such institution's assets.

        The Association offers, as consumer loans, low document fixed rate first
mortgage and second mortgage loans on one- to four-family  residences for a term
not to exceed 10 years.  Such loans are subject to an 80% combined loan to value
ratio.  The  underwriting  standards  for  these  loans  are  the  same  as  the
Association's standards applicable to one- to four-family residential mortgages.

        In order to participate in local  community  development  projects,  the
Association  makes  commercial  business  loans on a secured basis and generally
requires collateral consisting of real estate,  accounts receivable,  inventory,
and equipment.  The Association's commercial business loans primarily consist of
short  term  loans for  equipment,  working  capital,  business  expansion,  and
inventory   financing.   The  Association   customarily  reviews  the  financial
statements  and income tax  returns of the  guarantors  and the  origination  of
commercial  business  loans  are  approved  on a loan by loan  basis by the Loan
Committee.  As of September 30, 1996, the  Association  had  approximately  $1.5
million  in   outstanding   commercial   business   loans,   which   represented
approximately 3.45% of its loan portfolio.

        Loan  Purchases.  It is the  current  policy of the  Association  not to
purchase  loans.  Although  some  loans  that were  purchased  in the past still
remain, the Association has not purchased any material amounts of whole loans or
loan participations since 1984. In 1984, the Association purchased approximately
$3.5 million in loans from a third party originator. These loans were secured by
residential,  multi-family,  and commercial  properties in various  states.  The
originator  eventually  filed  for  bankruptcy  and the  Association  wrote  off
approximately  $700,000  of such loans in 1986.  Approximately  $72,908 of these
loans remained in the Association's loan portfolio at September 30, 1996. The

                                        7


<PAGE>



Association  has made  reserves  for these loans and does not expect any further
reserves;  however,  no assurance can be given that additional reserves will not
be  required.  Furthermore,  the  Association  also  purchased  whole  loans  or
participations  therein throughout the country, such loans being secured by one-
to four-family residential, multi-family, commercial, and land-tract development
real estate. At September 30, 1996, $915,802 or 2.12% of the Association's total
loan portfolio  consisted of purchased loans.  Although it is the current policy
of the  Association not to purchase whole loans or  participations  in loans, no
assurances  can be  given  that  the  Association  will  not  purchase  loans or
participations therein in the future.

        Loan  Approval  Authority  and  Underwriting.  Certain loan officers may
approve  loans  on  one- to  four-family  residences  up to  $50,000.  The  Loan
Committee has the authority to approve loans on one- to  four-family  residences
above $50,000 up to $150,000.  Loans on one- to four-family residences exceeding
$150,000  requires the Board of Director's  approval.  Certain loan officers may
approve  consumer  loans up to $25,000  or  $50,000  if  secured by real  estate
mortgages on owner occupied  residences  with a loan to value of 80% or less and
up to 100% of loan to value on home equity lines of credit.

        For all loans originated by the Association, upon receipt of a completed
loan application from a prospective borrower, a credit report is ordered, income
and  certain  other  information  is  verified,  and  if  necessary,  additional
financial information is requested.  An appraisal of the real estate intended to
secure the  proposed  loan is required  which  currently is performed by a state
certified  independent  appraiser  designated  and  approved  by  the  Board  of
Directors of the Association. The Association makes construction/permanent loans
on individual properties.  Funds advanced during the construction phase are held
in a  loan-in-process  account  and  disbursed  based  upon  various  stages  of
completion.  The independent  appraiser or loan officer  determines the stage of
completion based upon a physical inspection of the construction. The Association
requires  title  insurance  on all loans  originated  for sale on the  secondary
market.  Title  insurance  is also  required  where a purchase of real estate is
involved and on all fixed rate loans. Borrowers must also obtain hazard or flood
insurance  (for loans on property  located in a flood zone) prior to closing the
loan.  For  loans in  excess of 80% of the loan to value  ratio,  borrowers  are
generally  required  to  advance  funds on a monthly  basis  together  with each
payment  of  principal  and  interest  to  an  escrow  account  from  which  the
Association  makes  disbursements for items such as real estate taxes and hazard
insurance premiums.

        Loan Commitments.  The Association issues written, formal commitments to
prospective  borrowers on all real estate approved loans. The commitment usually
requires  acceptance within 60 days of the date of issuance,  however,  on loans
originated  for  sale in the  secondary  market,  the term  depends  on the time
remaining  on the rate lock.  As of  September  30, 1996,  the  Association  had
$634,000 of commitments to originate mortgage loans.

        Loan  Processing  Fees.  In addition to  interest  earned on loans,  the
Association   recognizes   service  charges  which  consist  primarily  of  loan
application fees, processing fees, and late charges. The Association  recognized
loan processing fees of $71,000 and $76,000 for the fiscal years ended September
30, 1996 and 1995, respectively.

        Loans to One  Borrower.  Savings  associations  are  subject to the same
limits as those  applicable to national banks,  which under current  regulations
limit loans-to-one  borrower in an amount equal to 15% of unimpaired capital and
unimpaired  surplus,  calculated  as  the  sum  of the  Association's  core  and
supplementary capital included in total capital, plus the balance of the general
valuation  allowances  for loan and lease losses not  included in  supplementary
capital,  plus investments in subsidiaries  that are not included in calculating
core capital, or $500,000, whichever is higher. The Association's maximum loan-

                                        8


<PAGE>



to-one borrower limit was  approximately  $1.7 million as of September 30, 1996.
At September 30, 1996, the Association's largest aggregate loans to one borrower
relationship consisted of several loans secured by commercial property, business
inventory,  and  residential  real  estate  with a balance of  $772,650  and was
current.

        Loan Delinquencies. The Association's collection procedures provide that
when a mortgage  loan is 15 days past due, a notice of  nonpayment  is sent.  If
payment is still  delinquent  after 30 days,  the customer will receive a letter
and/or telephone call. If the delinquency continues,  similar subsequent efforts
are made to eliminate  the  delinquency.  If the loan  continues in a delinquent
status for 90 days or more and no repayment plan is in effect, a notice of right
to cure  default is mailed to the  customer  giving 30 days to bring the account
current before foreclosure is commenced.

        Loans are  reviewed  on a monthly  basis and are  generally  placed on a
non-accrual  status when the loan becomes more than 90 days  delinquent  and, in
the opinion of management,  the  collection of additional  interest is doubtful.
Interest  accrued and unpaid at the time a loan is placed on non-accrual  status
is charged against interest income.  Subsequent  interest payments,  if any, are
either  applied to the  outstanding  principal  balance or  recorded as interest
income, depending on the assessment of the ultimate collectibility of the loan.

        Real estate acquired by the Association as a result of foreclosure or by
deed in lieu of  foreclosure  is classified as real estate owned until such time
as it is sold. When  foreclosed  real estate is acquired,  it is recorded at the
fair value at the date of foreclosure.  Valuations are periodically performed by
management and subsequent  charges to operations are taken when it is determined
that the carrying  value of the property  exceeds the estimated  net  realizable
value. The Association was the owner of property classified as real estate owned
and other  repossessed  assets,  with original loan balances of $15,700 that had
been written down to $0.00 at September 30, 1996. See "- Classified Assets."

                                       9


<PAGE>



        The following table sets forth information  regarding non-accrual loans,
real estate owned, and other  repossessed  assets and loans, that are 90 days or
more delinquent but on which the Association was accruing  interest at the dates
indicated.  As of the dates indicated,  the Association had no loans categorized
as trouble  debt  restructuring  within the meaning of  Statement  of  Financial
Accounting Standards ("SFAS") No. 15.

                                                   At September 30,
                                              ------------------------
                                                1996             1995
                                              -------          -------   
                                                      (In Thousands)

Loans accounted for on a non-accrual basis:
Mortgage loans:
  Permanent loans secured by 1-4
    dwelling units..........................  $   --           $   29
  All other mortgage loans..................      --               --
Non-mortgage loans..........................      17               --
                                              ------           ------
Total.......................................      17               29

Accruing loans which are 
contractually past due 90 days or more:
Mortgage loans:
  Construction loans                              --               --
  Permanent loans secured by 1-4
    dwelling units..........................      31                3
  All other mortgage loans..................      --               --
Non-mortgage loans:
  Consumer..................................      --               12
                                               -----            -----
Total.......................................      31               15
                                               -----            -----
Total non-accrual and accrual loans.........      48               44
Real estate owned, net......................      --               30
Other non-performing assets.................      --               --
                                               -----           ------
Total non-performing assets.................   $  48           $   74
                                               =====            =====
Total non-accrual and accrual loans
  to net loans..............................    0.11%            0.10%
Total non-accrual and accrual loans
  to total assets...........................    0.07%            0.06%
Total non-performing assets to
  total assets..............................    0.07%            0.11%


        Interest  income that would have been recorded on loans accounted for on
a non-accrual basis under the original terms of such loans was $1,148 and $1,319
for the  fiscal  years  ended  September  30,  1996 and 1995,  respectively.  No
interest income on non-accrual loans was included in income for the fiscal years
ended September 30, 1996 or 1995.

        Classified Assets. OTS regulations  provide for a classification  system
for problem  assets of insured  institutions  which  covers all problem  assets.
Under this  classification  system,  problem assets of insured  institutions are
classified  as  "substandard,"  "doubtful,"  or "loss."  An asset is  considered
substandard if it is inadequately  protected by the current net worth and paying
capacity of the obligor or

                                       10


<PAGE>



of  the  collateral   pledged,   if  any.   Substandard   assets  include  those
characterized by the "distinct  possibility"  that the insured  institution will
sustain "some loss" if the deficiencies are not corrected.  Assets classified as
doubtful have all of the weaknesses  inherent in those  classified  substandard,
with the added  characteristic  that the weaknesses  present make "collection or
liquidation in full," on the basis of currently existing facts, conditions,  and
values,  "highly  questionable  and improbable."  Assets  classified as loss are
those considered "uncollectible" and of such little value that their continuance
as assets without the establishment of a specific loss reserve is not warranted.
Assets may be designated "special mention" because of potential  weaknesses that
do not currently warrant classification in one of the aforementioned categories.

        When  an  insured  institution   classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a specific  allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount. An institution's  determination as to the classification of its
assets and the amount of its  valuation  allowances  is subject to review by the
OTS, which may order the  establishment  of additional  general or specific loss
allowances.  A portion of general loss allowances  established to cover possible
losses  related to assets  classified as substandard or doubtful may be included
in determining an institution's  regulatory  capital,  while specific  valuation
allowances for loan losses generally do not qualify as regulatory capital.

        At September 30, 1996, the Association's  classified assets consisted of
special mention loans of $813,837,  substandard loans of $1,070,717 and doubtful
loans of $0. A $668,825  general  reserve  allowance  was  established  for both
classified  and  unclassified  assets.  Assets  classified  as  "loss"  totalled
$223,969 with a $223,969  specific  reserve  established.  The  Association  had
delinquent loans of 60 days or more of $188,862.

        Doubtful loans may be classified due to particular  aspects of the loan;
such as, delinquency,  high loan-to-value ratio, poor market conditions,  future
employment of owner, or environmental issues. As of September 30, 1996, no loans
were  classified  doubtful,  therefore,  no  doubtful  loans  are  reflected  as
non-performing loans in the prior table.

        Foreclosed  Real Estate.  Real estate  acquired by the  Association as a
result of  foreclosure  or by deed in lieu of  foreclosure is classified as real
estate owned until it is sold.  When  property is acquired it is recorded at the
fair value at the date of foreclosure less estimated costs of disposition.

        The  Association  records  loans  as in  substance  foreclosures  if the
borrower  has  little or no equity in the  property  based  upon its  documented
current fair value,  the  Association  can only expect  repayment of the loan to
come from the sale of the property and if the borrower has effectively abandoned
control of the  collateral or has continued to retain  control of the collateral
but because of the current financial status of the borrower,  it is doubtful the
borrower will be able to repay the loan in the foreseeable future.  In-substance
foreclosures are accounted for as real estate acquired through foreclosure, when
title to the  collateral  has been  acquired  by the  Association.  There may be
significant  other  expenses  incurred such as attorney and other  extraordinary
servicing costs involved with in substance foreclosures.  The Association had no
in substance  foreclosures  at September 30, 1996.  The  Association  holds real
estate owned with a balance of $0 (net of a $15,700 loss provision) at September
30, 1996.

                                       11


<PAGE>



        Allowances  for Loan Losses.  It is  management's  policy to provide for
inherent losses on loans in its loan  portfolio.  A provision for loan losses is
charged to operations  based on management's  evaluation of the potential losses
that may be incurred in the Association's loan portfolio. Such evaluation, which
includes  a review of all loans of which full  collectibility  of  interest  and
principal may not be reasonably  assured,  considers the Association's past loan
loss experience,  known and inherent risks in the portfolio,  adverse situations
that  may  affect  the  borrower's  ability  to  repay,  estimated  value of any
underlying collateral, and current economic conditions.

        Management  will  continue  to  review  the  entire  loan  portfolio  to
determine the extent, if any, to which further additional loss provisions may be
deemed  necessary.  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 for losses will not be required.

        Allocation of Allowance for Loan Losses.  The following table sets forth
the allocation of the  Association's  allowance for loan losses by loan category
and the percent of loans in each category to total loans receivable at the dates
indicated.  The  portion  of the loan  loss  allowance  allocated  to each  loan
category does not represent the total available for future losses that may occur
within the loan  category  because the total loan loss  allowance is a valuation
reserve applicable to the entire loan portfolio.
<TABLE>
<CAPTION>

                                                               At September 30,
                                        -------------------------------------------------------------   
                                                 1996                              1995
                                        ----------------------------      ---------------------------
                                                       Percent of                       Percent of
                                                        Loans to                         Loans to
                                        Amount         Total Loans        Amount        Total Loans
                                        ------         -----------        ------        -----------
                                                           (Dollars in Thousands)

At end of period allocated to:
One-to-four family residential
<S>                                         <C>             <C>                 <C>           <C>   
  (includes held for sale)........          $746            88.41%              $762          83.52%
Multi-family and commercial
  real estate.....................           102             5.07                101           9.98
Construction......................             3             1.40                  4           2.53
Consumer and other loans..........            26             5.12                 95           3.97
                                            ----         --------               ----       --------
     Total allowance..............          $877           100.00%              $962         100.00%
                                             ===           ======                ===         ======
</TABLE>





                                       12


<PAGE>



        Analysis of the  Allowance  for Loan Losses.  The  following  table sets
forth information with respect to the Association's allowance for loan losses at
the dates and for the periods indicated:
<TABLE>
<CAPTION>

                                                                   At September 30,
                                                              -------------------------
                                                                1996             1995
                                                              -------          ------- 
                                                               (Dollars in Thousands)

<S>                                                           <C>              <C>    
Gross loans outstanding(1)..................................  $44,362          $44,231
                                                               ======           ======
Average loans outstanding...................................  $43,435          $44,371
                                                               ======           ======

Allowance balances (at beginning of period).................  $   962          $ 1,006
                                                               ------           ------
Provision (credit):
  Residential(2)............................................      (54)              23
  Commercial real estate....................................       26               25
  Construction..............................................       (2)              (3)
  Non-mortgage and other (including land)...................       34              (25)
                                                              -------          -------
Total provision.............................................        4               20
                                                              -------          -------

Charge-offs:
  Residential(2)............................................        5                2
  Commercial real estate....................................        2                -
  Non-mortgage and other (including land)...................       85               67
                                                              -------          -------
Total Charge-offs...........................................       92               69
                                                              -------          -------

Recoveries:
  Residential(2)............................................        2                3
  Commercial real estate....................................        -                1
  Non-mortgage and other (including land)...................        1                1
                                                              -------          -------
Total Recoveries............................................        3                5
                                                              -------          -------

Allowance balance (at end of period)........................  $   877         $    962
                                                               ======           ====== 
Allowance for loan losses as a percent of gross loans.......     1.98%            2.17%
Net loans charged off as a part of average loans outstanding     0.21%            0.16%
</TABLE>

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

(1)  Includes  total  loans  (including  loans held for  sale),  net of loans in
     process.
(2)  Includes  one- to  four-family  and  multi-family  residential  real estate
     loans.

        Interest  Bearing Accounts Held at Other Financial  Institutions.  As of
September  30,  1996,  the  Association  held $3.6  million in insured  interest
bearing deposits in other financial institutions and $2.8 million at the FHLB of
Des  Moines.  The  Association  maintains  these  accounts  in order to maintain
liquidity and improve the interest-rate sensitivity of its assets.

                                       13


<PAGE>



Investment Portfolio

        Mortgage-backed   and  Related   Securities.   To   supplement   lending
activities, the Association invests in residential  mortgage-backed  securities.
Although such securities are held for  investment,  they can serve as collateral
for borrowings and, through repayments, as a source of liquidity.

        The  mortgage-backed  securities  portfolio  as of  September  30,  1996
consisted primarily of certificates issued by the FHLMC. To a lesser extent, the
mortgage-backed  securities portfolio also contains  certificates issued by FNMA
and the Government National Mortgage Association  ("GNMA").  As of September 30,
1996, the carrying value of mortgage-backed securities totalled $4.9 million, or
6.94%  of  total  assets.   The  market  value  of  such   securities   totalled
approximately $4.9 million at September 30, 1996.

        Mortgage-backed  securities represent a participation interest in a pool
of single-family or multi-family mortgages,  the principal and interest payments
on which  are  passed  from the  mortgage  originators,  through  intermediaries
(generally   quasi-governmental   agencies)   that   pool  and   repackage   the
participation  interests in the form of  securities,  to  investors  such as the
Association.  Such quasi-governmental  agencies,  which guarantee the payment of
principal and interest to investors,  primarily  include FHLMC,  Fannie Mae, and
GNMA.

        Mortgage-backed  securities  typically are issued with stated  principal
amounts,  and the  securities  are backed by pools of mortgages  that have loans
with  interest  rates that are within a range and have varying  maturities.  The
underlying pool of mortgages can be composed of either  fixed-rate  mortgages or
adjustable-rate  mortgage  loans.   Mortgage-backed   securities  are  generally
referred to as mortgage participation certificates or pass-through certificates.
As a result,  the interest rate risk  characteristics  of the underlying pool of
mortgages (i.e.,  fixed rate or adjustable rate) as well as prepayment risk, are
passed on to the certificate holder. The life of a mortgage-backed  pass-through
security  is  equal  to the life of the  underlying  mortgages.  Mortgage-backed
securities  issued by FHLMC,  Fannie  Mae,  and GNMA make up a  majority  of the
pass-through certificates market.

        Investment  Activities.   The  Association  is  required  under  federal
regulations  to maintain a minimum  amount of liquid assets that may be invested
in  specified  short-term  securities  and  certain  other  investments.  See "-
Regulation  - Federal  Home Loan Bank  System." The  Association  has  generally
maintained  a liquidity  portfolio  well in excess of  regulatory  requirements.
Liquidity  levels may be  increased or  decreased  depending  upon the yields on
investment  alternatives and upon management's judgment as to the attractiveness
of the  yields  then  available  in  relation  to  other  opportunities  and its
expectation of future yield levels,  as well as  management's  projections as to
the short-term demand for funds to be used in the Association's loan origination
and  other  activities.  As of  September  30,  1996,  the  Association  had  an
investment  portfolio of approximately  $17.3 million,  consisting  primarily of
U.S.   government   agency   obligations,   certificates  of  deposit  at  other
institutions,  and FHLB stock, as permitted by OTS regulations.  The Association
has found its level of investment  securities has increased in recent years as a
result of repayments  and  prepayments on loans and  mortgage-backed  securities
exceeding loan demand. The market value of investments at September 30, 1996 was
$17.3  million which is  substantially  equivalent  to its carrying  value.  The
Association  anticipates  having  the  ability  to  fund  all of  its  investing
activities from funds held on deposit at the FHLB of Des Moines. The Association
will  continue  to seek high  quality  investments  with  short to  intermediate
maturities and duration from one to three years.

                                       14


<PAGE>



        Investment Portfolio.  The following table sets forth the carrying value
of the Association's  investment securities portfolio,  short-term  investments,
and FHLB stock at the dates indicated.
<TABLE>
<CAPTION>

                                                                        September 30, 
                                                               ------------------------------
                                                                   1996               1995
                                                               ----------          ----------
                                                                   (In Thousands)
Investment Securities:
<S>                                                             <C>                 <C>    
  U.S. Government Securities Held to Maturity........           $      -            $   499
  U.S. Government Securities Available for Sale......              2,499              1,011
  U.S. Agency Securities Held to Maturity............              1,750              5,674
  U.S. Agency Securities Available for Sale..........              7,836              2,478
  Certificates of Deposit............................              4,065              6,064
  Mutual Fund........................................                 87                 82
  FHLMC Stock........................................                436                299
  FHLB Stock.........................................                651                638
                                                                  ------             ------
    Total Investment Securities......................             17,324             16,745
Mortgage-backed Securities Held to Maturity..........              3,479              4,125
Mortgage-backed Securities Available for Sale........              1,377                625
Interest Bearing Deposits(1).........................              2,266              2,600
                                                                  ------             ------
  Total Investments..................................            $24,446            $24,095
                                                                  ======             ======
</TABLE>



---------------
(1)  Consisted of FHLB demand deposits and daily time deposits,  considered cash
     equivalents.

                                       15


<PAGE>



        Investment Portfolio Maturities.  The following table sets forth certain
information  regarding  the  carrying  values,   weighted  average  yields,  and
maturities of the Association's investment securities portfolio at September 30,
1996.
<TABLE>
<CAPTION>
                                                                     As of September 30, 1996
                               -----------------------------------------------------------------------------------------------------
                                   One Year or Less           One to Five Years         Five to Ten Years       More than Ten Years 
                                Carrying       Average     Carrying      Average     Carrying      Average    Carrying       Average
                                  Value         Yield        Value        Yield        Value        Yield       Value         Yield 
                               -----------   ----------   -----------  -----------  -----------  ----------- -----------   ---------
                                                                                      (Dollars in Thousands)

U.S. government obligations
<S>                                <C>         <C>        <C>             <C>       <C>             <C>       <C>             <C>   
  held to maturity...........      $     -        -%      $     -            -%     $     -            -%     $     -            -% 
U. S. government obligations
  available for sale.........        1,506     6.40           992         5.45            -            -            -            -  
U.S. agency obligations
  held to maturity...........        1,250     5.58           500         7.01            -            -            -            -  
U.S. agency obligations
  available for sale.........        2,989     4.86         4,424         6.06            -            -          423         6.91  
Other Securities(1)..........        6,418     5.56             -            -            -            -            -            -  
FHLB stock(2)................          N/A      N/A           N/A          N/A          N/A          N/A          N/A          N/A  
FHLMC stock,

  available for sale(3)......          N/A      N/A           N/A          N/A          N/A          N/A          N/A          N/A  
Mortgage-backed securities

  held to maturity...........            -        -         1,326         6.76          673         8.05        1,480         8,83  
Mortgage-backed securities

  available for sale.........            -        -           932         6.48            -            -          446         7.91  
                                    ------      ---         -----         ----      -------          ---       ------         ----  
  Total......................      $12,163     5.50%       $8,174         6.21%     $   673         8.05%      $2,349         8.31% 
                                    ======     ====         =====         ====       ======         ====        =====         ====  

</TABLE>

<TABLE>
<CAPTION>
                                    As of September 30, 1996                                                  
                               ---------------------------------- 
                                    Total Investment Securities
                                 Carrying      Average     Market
                                   Value        Yield       Value
                                ----------   ----------  --------
                                       (Dollars in Thousands)

U.S. government obligations
<S>                                <C>         <C>        <C>      
  held to maturity...........      $     -        -%      $     -
U. S. government obligations                             
  available for sale.........        2,498     6.02         2,498
U.S. agency obligations                                  
  held to maturity...........        1,750     5.99         1,748
U.S. agency obligations                                  
  available for sale.........        7,836     5.65         7,836
Other Securities(1)..........        6,418     5.56         6,418
FHLB stock(2)................          651     7.25           651
FHLMC stock,                                             
                                                         
  available for sale(3)......          436        -           436
Mortgage-backed securities                               
                                                         
  held to maturity...........        3,479     7.89         3,508
Mortgage-backed securities                               
                                                         
  available for sale.........        1,378     6.95         1,378
                                   -------     ----        ------
  Total......................      $24,446     6.02%      $24,473
                                    ======     ====        ======
                                                         
</TABLE>                                                 
                                                      

(1)     Consists of Certificates of Deposit and other interest bearing deposits.
(2)     As of September 30, 1996, FHLB stock paid a return of 7.25%.
(3)     FHLMC stock noninterest earning - market value only.

                                       16


<PAGE>



Sources of Funds

        General.  Deposits are the major  external  source of the  Association's
funds for lending and other investment  purposes.  The Association derives funds
from the  amortization and prepayment of loans and  mortgage-backed  securities,
maturities of investment  securities,  and operations.  Scheduled loan principal
repayments are a relatively  stable source of funds,  while deposit  inflows and
outflows and loan prepayments are  significantly  influenced by general interest
rates and market  conditions.  The  Association  also has the  ability to obtain
advances from the FHLB of Des Moines as a source of funds.

        Deposits.  Consumer and  commercial  deposits are attracted  principally
from within the  Association's  primary  market area  through the  offering of a
broad selection of deposit instruments including regular savings, demand and NOW
accounts, and term certificate accounts. Deposit account terms vary according to
the minimum balance required,  the time period the funds must remain on deposit,
and the interest rate, among other factors.

        Regular  savings  accounts,  money  market  accounts,  and NOW  accounts
constituted $18.6 million,  or 32.8% of the  Association's  deposit portfolio at
September 30, 1996.  Certificates of deposit  constituted $38.0 million or 67.2%
of the deposit  portfolio.  As of September  30, 1996,  the  Association  had no
brokered deposits.

        Jumbo Certificate Accounts.  The following table indicates the amount of
the Association's  certificates of deposit of $100,000 or more by time remaining
until maturity as of September 30, 1996.

                                                          Certificates
                                                           of Deposits
                                                           -----------
                                                         (In Thousands)

Maturity Period
---------------

Within three months.......................................  $   738
Three through six months..................................      303
Six through twelve months.................................      892
Over twelve months........................................      501
                                                            -------
  Total...................................................  $ 2,434
                                                             ======




Borrowings

        Deposits are the primary  source of funds of the  Association's  lending
and investment activities and for its general business purposes. The Association
may  obtain  advances  from the FHLB of Des Moines to  supplement  its supply of
lendable funds.  Advances from the FHLB of Des Moines are typically secured by a
pledge of the Association's stock in the FHLB of Des Moines and a portion of the
Association's first mortgage loans and certain other assets. The Association, if
the need arises,  may also access the Federal  Reserve Bank  discount  window to
supplement  its  supply  of  lendable  funds  and  to  meet  deposit  withdrawal
requirements.  As of  September  30,  1996,  the  Association  had  no  advances
outstanding  from  the  FHLB  of Des  Moines.  As of  September  30,  1996,  the
Association had no other borrowings.

                                       17


<PAGE>




Subsidiary Activity

        The  Company  has one  wholly-owned  subsidiary,  the  Association.  The
Association  is permitted to invest up to 2% of its assets in the capital  stock
of,  or  secured  or  unsecured  loans  to,  subsidiary  corporations,  with  an
additional  investment  of 1% of  assets  when  such  additional  investment  is
utilized primarily for community development  purposes.  Under such limitations,
as of  September  30,  1996,  the  Association  was  authorized  to invest up to
approximately  $1.4 million in the stock of, or loans to,  service  corporations
(based upon the 2%  limitation).  At September 30, 1996, the  Association had no
subsidiaries.

Personnel

        As of  September  30,  1996,  the  Association  had 19  full-time  and 3
part-time  employees.  None of the Association's  employees are represented by a
collective bargaining group.

Regulation

        Set forth below is a brief  description  of certain  laws that relate to
the  regulation of the Company and the  Association.  The  description  does not
purport  to be  complete  and is  qualified  in its  entirety  by  reference  to
applicable laws and regulations.

Company Regulation

        General.  The  Company is a unitary  savings  and loan  holding  company
subject to regulatory  oversight by the OTS. As such, the Company is required to
register  and  file  reports  with  the OTS and is  subject  to  regulation  and
examination by the OTS. In addition,  the OTS has enforcement authority over the
Company and its non-savings association  subsidiaries,  should such subsidiaries
be formed,  which also permits the OTS to restrict or prohibit  activities  that
are determined to be a serious risk to the subsidiary savings association.  This
regulation  and  oversight  is  intended  primarily  for the  protection  of the
depositors of the  Association  and not for the benefit of  stockholders  of the
Company.

        Qualified  Thrift  Lender  Test.  As a unitary  savings and loan holding
company, the Company generally is not subject to activity restrictions, provided
the Association  satisfies the Qualified Thrift Lender ("QTL") test or meets the
definition of domestic building and loan association pursuant to section 7701 of
the Internal  Revenue  Code of 1986,  as amended  (the  "Code").  If the Company
acquires  control of another savings  association as a separate  subsidiary,  it
would become a multiple savings and loan holding company,  and the activities of
the Company and any of its subsidiaries (other than the Association or any other
SAIF-insured   savings   association)   would  become  subject  to  restrictions
applicable to bank holding  companies unless such other  associations  each also
qualify as a QTL or domestic  building and loan association and were acquired in
a supervisory acquisition. See "- Regulation of the Association Qualified Thrift
Lender Test."

        Restrictions on Acquisitions.  The Company must obtain approval from the
OTS  before  acquiring  control  of any  other  SAIF-insured  association.  Such
acquisitions  are generally  prohibited if they result in a multiple savings and
loan holding company  controlling  savings  associations in more than one state.
However,  such  interstate  acquisitions  are permitted  based on specific state
authorization or in a supervisory acquisition of a failing savings association.

                                       18


<PAGE>



        Federal law  generally  provides  that no "person,"  acting  directly or
indirectly or through or in concert with one or more other persons,  may acquire
"control," as that term is defined in OTS  regulations,  of a federally  insured
savings  institution  without  giving at least 60 days written notice to the OTS
and providing the OTS an opportunity to disapprove the proposed acquisition.  In
addition,  no company may acquire  control of such an institution  without prior
OTS approval.

        Federal  Securities  Law. The Company is subject to filing and reporting
requirements  by  virtue  of  having  its  common  stock  registered  under  the
Securities Exchange Act of 1934. Furthermore,  company stock held by persons who
are affiliates (generally officers, directors and principal stockholders) of the
Company may not be resold without registration or unless sold in accordance with
certain  resale  restrictions.  If the Company meets  specified  current  public
information  requirements,  each affiliate of the Company is able to sell in the
public  market,  without  registration,  a  limited  number  of  shares  in  any
three-month period.

Regulation of the Association

        General. As a federally chartered, SAIF-insured savings association, the
Association  is  subject  to  extensive  regulation  by the OTS and the  Federal
Deposit Insurance Corporation ("FDIC"). Lending activities and other investments
must comply with various  federal  statutory and  regulatory  requirements.  The
Association is also subject to certain reserve  requirements  promulgated by the
Federal Reserve Board.

        The  OTS,  in  conjunction  with  the  FDIC,   regularly   examines  the
Association  and prepares  reports for the  consideration  of the  Association's
Board of  Directors  on any  deficiencies  that are  found in the  Association's
operations.  The Association's relationship with its depositors and borrowers is
also  regulated to a great extent by federal and state law,  especially  in such
matters as the  ownership  of savings  accounts  and the form and content of the
Association's mortgage documents.

        The  Association  must file reports with the OTS and the FDIC concerning
its  activities  and financial  condition,  in addition to obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.  Any change in such regulations,  whether by the OTS, the FDIC, or the
Congress could have a material  adverse impact on the Company,  the Association,
and their operations.

        Insurance of Deposit Accounts.  The  Association's  deposit accounts are
insured by the SAIF to the maximum of $100,000  permitted  by law.  Insurance of
deposits may be terminated by the FDIC upon a finding that the  institution  has
engaged in unsafe or unsound practices,  is in an unsafe or unsound condition to
continue operations or has violated any applicable law, regulation,  rule, order
or condition imposed by the FDIC or the institution's primary regulator.

        The FDIC  charges an annual  assessment  for the  insurance  of deposits
based on the risk a particular  institution poses to its deposit insurance fund.
Under this system as of September 30, 1996,  SAIF members paid within a range of
23  cents  to 31  cents  per  $100 of  domestic  deposits,  depending  upon  the
institution's  risk  classification.  This  risk  classification  is based on an
institution's capital group and supervisory subgroup assignment. Pursuant to the
Economic Growth and Paperwork Reduction Act of

                                       19


<PAGE>



1996 (the  "Act"),  the FDIC  imposed a special  assessment  on SAIF  members to
capitalize  the SAIF at the  designated  reserve level of 1.25% as of October 1,
1996.  Based on the  Association's  deposits as of March 31, 1995,  the date for
measuring  the  amount  of the  special  assessment  pursuant  to the  Act,  the
Association  paid a special  assessment  of  $362,557  on  November  27, 1996 to
recapitalize the SAIF. This expense was recognized  during the fourth quarter of
fiscal 1996. The FDIC is expected to lower the premium for deposit  insurance to
a level necessary to maintain the SAIF at its required  reserve level;  however,
the range of premiums has not been determined at this time.

        Pursuant to the Act, the Association will pay, in addition to its normal
deposit  insurance  premium  as a  member  of  the  SAIF,  an  amount  equal  to
approximately   6.4  basis  points  toward  the   retirement  of  the  Financing
Corporation  bonds ("Fico Bonds") issued in the 1980's to assist in the recovery
of the savings and loan industry.  Member of the Bank Insurance Fund ("BIF"), by
contrast,  will pay, in  addition to their  normal  deposit  insurance  premium,
approximately  1.3 basis  points.  Based on total  deposits as of September  30,
1996, had the Act been in effect, the Association's Fico Bond premium would have
been approximately  $36,200 in addition to its normal deposit insurance premium.
Beginning no later than January 1, 2000,  the rate paid to retire the Fico Bonds
will be equal for members of the BIF and the SAIF. The Act also provides for the
merging  of the BIF and the  SAIF by  January  1,  1999  provided  there  are no
financial  institutions  still  chartered as savings  associations at that time.
Should the insurance  funds be merged before  January 1, 2000,  the rate paid by
all members of this new fund to retire the Fico Bonds would be equal.

        Regulatory Capital Requirements. OTS capital regulations require savings
institutions to meet three capital standards: (1) tangible capital equal to 1.5%
of total adjusted assets,  (2) a leverage ratio (core capital) equal to at least
3% of total adjusted assets, and (3) a risk-based  capital  requirement equal to
8.0% of total risk-weighted assets.

        Savings associations with a greater than "normal" level of interest rate
exposure  will,  in the future,  be subject to a deduction  for an interest rate
risk ("IRR") component from capital for purposes of calculating their risk-based
capital requirement.

                                       20


<PAGE>



        As shown  below,  the  Association's  regulatory  capital  exceeded  all
minimum  regulatory  capital  requirements  applicable to it as of September 30,
1996:



                                                                 Percent of
                                                                  Adjusted
                                                  Amount           Assets
                                                  ------           ------
                                                  (Dollars in Thousands)

GAAP Capital:                                 $10,642,889             15.21%
                                               ==========             =====

Tangible Capital:(1)
Regulatory requirement......................  $ 1,046,236              1.50%  
Actual capital..............................   10,404,144             14.92
                                               ----------            ------
  Excess....................................  $ 9,357,908             13.42%
                                               ==========            ======

Core Capital:(1)
Regulatory requirement......................  $ 2,092,472              3.00%
Actual capital..............................   10,404,144             14.92
                                               ----------            ------
  Excess....................................  $ 8,311,672             11.92%
                                               ==========            ======

Risk-Based Capital:(2)
Regulatory requirement......................  $ 2,732,548              8.00%
Actual capital..............................   10,834,091             30.72
                                               ----------            ------
  Excess....................................  $ 8,101,543             23.72%
                                               ==========            ======

(1)     Regulatory  capital  reflects  modifications  from GAAP  capital  due to
        valuation  adjustments for available for sale securities and unallowable
        mortgage servicing rights.
(2)     Based on risk weighted assets of $34,156,849.

        Net  Portfolio  Value.  The OTS requires the  computation  of amounts by
which  the net  present  value  of an  institution's  cash  flows  from  assets,
liabilities, and off balance sheet items (the institution's net portfolio value,
or "NPV") would change in the event of assumed changes in market interest rates.

        An institution's IRR is measured as the change to its NPV as a result of
a  hypothetical  200 basis point change in market  interest  rates.  A resulting
change in NPV of more than 2% of the  estimated  market value of its assets will
require the  institution  to deduct from its capital 50% of that excess  change.
However,  the  Association  is exempt from this rule. The rule provides that the
OTS will calculate the IRR component quarterly for each institution.

                                       21


<PAGE>



        The  following  table  presents the  Association's  NPV at September 30,
1996,  as  calculated  by the OTS and based on OTS  assumptions  utilizing  data
provided to the OTS by the Association.
<TABLE>
<CAPTION>

                                                       Percent of                       Change in
   Change Interest        Estimated      Amount of      Estimated         NPV         NPV Ratio (4)
 Rates (basis points)        NPV         Change(1)       NPV(2)        Ratio(3)      (basis points)
 --------------------        ---         ---------       ------        --------      --------------

<S>      <C>               <C>           <C>                <C>          <C>               <C>
         +400              $ 9,779       $-2,585            -21%         14.34%            -290
         +300               10,597        -1,767            -14          15.30             -193
         +200               11,339        -1,025             -8          16.15             -109
         +100               11,942          -422             -3          16.80              -43
          -                 12,364                                       17.24
         -100               12,602           238             +2          17.45              +21
         -200               12,710           345             +3          17.51              +27
         -300               13,052           687             +6          17.83              +59
         -400               13,515         1,151             +9          18.27             +104
</TABLE>

-----------------
(1)     Represents  the excess  (deficiency)  of the  estimated NPV assuming the
        indicated  change in interest  rates minus the estimated NPV assuming no
        change in interest rates.
(2)     Calculated  as the amount of change in the  estimated NPV divided by the
        estimated NPV assuming no change in interest rates.
(3)     Calculated as the estimated NPV divided by average total assets.
(4)     Calculated  as the excess  (deficiency)  of the NPV ratio  assuming  the
        indicated change in interest rates over the estimated NPV ratio assuming
        no change in interest rates.
<TABLE>
<CAPTION>

                                                    At September 30,        At September 30,
                                                         1996                    1995
                                                    ----------------        ----------------
*** Risk Measures: 200 bp rate shock ***

<S>                                                    <C>                      <C>   
Pre-Shock NPV Ratio: NPV as % of PV of Assets........  17.24%                   16.93%
Exposure Measure: Post-Shock NPV Ratio...............  16.15                    16.51
Sensitivity Measure: Change in NPV Ratio.............   -109 bp                   -42 bp

*** Calculation of Capital Component ***

Change in NPV as % of PV of Assets...................  -1.43%                    -.67%
Interest Rate Risk Capital Component ($000)..........     --                       --

</TABLE>

        Computations  of  prospective  effects  of  hypothetical  interest  rate
changes are based on numerous  assumptions,  including relative levels of market
interest rates, loan prepayments and deposit run-offs,  and should not be relied
upon  as  indicative  of  actual  results.  Further,  the  computations  do  not
contemplate  any actions the Association may undertake in response to changes in
interest rates.

        Although the  Association is not subject to the IRR component  reduction
discussed  above, the Association is still subject to interest rate risk and, as
can be seen above,  rising interest rates will reduce the Association's NPV. The
OTS has the authority to require  otherwise  exempt  institutions to comply with
the rule concerning interest rate risk.

                                       22


<PAGE>



        Dividend and Other Capital  Distribution  Limitations.  OTS  regulations
require the  Association  to give the OTS 30 days advance notice of any proposed
declaration of dividends to the Company, and the OTS has the authority under its
supervisory  powers to prohibit  the payment of  dividends  to the  Company.  In
addition,  the Association may not declare or pay a cash dividend on its capital
stock if the effect  thereof  would be to reduce the  regulatory  capital of the
Association  below  the  amount  required  for  the  liquidation  account  to be
established pursuant to the Association's plan of conversion.

        OTS regulations  impose  limitations  upon all capital  distributions by
savings  institutions,  such  as  cash  dividends,  payments  to  repurchase  or
otherwise acquire its shares, payments to shareholders of another institution in
a cash-out  merger and other  distributions  charged against  capital.  The rule
establishes  three tiers of  institutions,  based primarily on an  institution's
capital  level.  An  institution  that  exceeds  all  fully  phased-in   capital
requirements  before  and  after  a  proposed  capital   distribution  ("Tier  1
institution")  and has not  been  advised  by the OTS that it is in need of more
than the normal  supervision can, after prior notice but without the approval of
the OTS, make capital  distributions during a calendar year equal to the greater
of (i) 100% of its net income to date during the  calendar  year plus the amount
that would reduce by one-half its "surplus  capital  ratio" (the excess  capital
over its fully phased-in capital  requirements) at the beginning of the calendar
year,  or (ii) 75% of its net income over the most recent four  quarter  period.
Any additional  capital  distributions  require prior  regulatory  approval.  At
September 30, 1996, the Association  was a Tier 1 institution.  In the event the
Association's  capital  fell below its fully  phased-in  requirement  or the OTS
notified  it  that  it  was  in  need  of  more  than  normal  supervision,  the
Association's  ability to make capital  distributions  could be  restricted.  In
addition,  the  OTS  could  prohibit  a  proposed  capital  distribution  by any
institution,  which would otherwise be permitted by the  regulation,  if the OTS
determines  that  such  distribution  would  constitute  an  unsafe  or  unsound
practice.

        Finally,  a savings  association  is  prohibited  from  making a capital
distribution if, after making the distribution, the savings association would be
undercapitalized   (not  meet  any  one  of  its  minimum   regulatory   capital
requirements).

        Qualified Thrift Lender Test. Savings  institutions must meet either the
QTL test pursuant to OTS  regulations or the  definition of a domestic  building
and loan  association  in section 7701 of the Internal  Revenue Code of 1986, as
amended (the  "Code").  If the  Association  maintains an  appropriate  level of
certain  specified  investments  (primarily  residential  mortgages  and related
investments,   including  certain  mortgage-related  securities)  and  otherwise
qualifies as a QTL or a domestic building and loan association, it will continue
to enjoy full  borrowing  privileges  from the FHLB of Des Moines.  The required
percentage  of  investments  under the QTL test is 65% of assets  while the Code
requires investments of 60% of assets. An association must be in compliance with
the QTL test or  definition  of  domestic  building  and loan  association  on a
monthly  basis in nine out of every 12 months.  As of September  30,  1996,  the
Association was in compliance with its QTL requirement and met the definition of
a domestic  building and loan  association.  There can be no assurance  that the
Association  will continue to meet the QTL  requirements  or the definition of a
domestic building and loan association in future periods.

        Loans-to-One Borrower.  See "Business - Loans-to-One Borrower."

        Transactions  With Affiliates.  Generally,  restrictions on transactions
with affiliates require that transactions  between a savings  association or its
subsidiaries  and its affiliates be on terms as favorable to the  Association as
comparable  transactions  with  non-affiliates.  In  addition,  certain of these
transactions  are  restricted to an aggregate  percentage  of the  Association's
capital;  collateral in specified amounts must usually be provided by affiliates
to receive loans from the Association. Affiliates of the Association include the
Company  and  any  company  which  would  be  under  common   control  with  the
Association.

                                       23


<PAGE>



In addition,  a savings  association  may not lend to any  affiliate  engaged in
activities not  permissible for a bank holding company or acquire the securities
of any affiliate  that is not a subsidiary.  The OTS has the discretion to treat
subsidiaries of savings associations as affiliates on a case-by-case basis.

        Liquidity  Requirements.   All  savings  associations  are  required  to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity  requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings  associations.  At September  30, 1996,  the  Association's
required  liquid  asset ratio was 5%.  Monetary  penalties  may be imposed  upon
associations for violations of liquidity requirements.

        Federal Home Loan Bank System.  The  Association is a member of the FHLB
of Des  Moines,  which is one of 12  regional  FHLBs that  administers  the home
financing credit function of savings associations. Each FHLB serves as a reserve
or  central  bank for its  members  within  its  assigned  region.  It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB  System.  It makes loans to members  (i.e.,  advances) in  accordance  with
policies and procedures established by the Board of Directors of the FHLB.

        As a member,  the Association is required to purchase and maintain stock
in the FHLB of Des  Moines  in an amount  equal to at least 1% of its  aggregate
unpaid   residential   mortgage  loans,  home  purchase   contracts  or  similar
obligations  at  the  beginning  of  each  year.  At  September  30,  1996,  the
Association  had  $650,700  in FHLB  stock,  which was in  compliance  with this
requirement.

        Federal  Reserve   System.   The  Federal  Reserve  Board  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction  accounts (primarily  checking,  NOW, and Super
NOW checking accounts) and non-personal time deposits.  The balances  maintained
to meet the reserve  requirements  imposed by the Federal  Reserve  Board may be
used to satisfy  the  liquidity  requirements  that are  imposed by the OTS.  At
September 30, 1996, the Association was in compliance with these requirements.

Item  2.  Description of Property
---------------------------------

        (a) Properties.

        The Company  owns no real  property but utilizes the office owned by the
Association.  The  Association  owns and operates from its office  located at 35
East  Broadway,  Little Falls,  Minnesota  56345.  The  Association  has a total
investment  in office  property and  equipment of $1.35  million with a net book
value of $788,846 at September 30, 1996.

        (b) Investment Policies.

        See  "Item  1.  Business"  above  for  a  general   description  of  the
Association's  investment  policies and any  regulatory  or Board of  Directors'
percentage  of assets  limitations  regarding  certain  investments.  All of the
Association's  investment  policies  are  reviewed  and approved by the Board of
Directors  of  the  Association,   and  such  policies,  subject  to  regulatory
restrictions  (if  any),  can be  changed  without a vote of  stockholders.  The
Association's  investments are primarily  acquired to produce  income,  and to a
lesser extent, possible capital gain.

                                       24


<PAGE>



        (1) Investments in Real Estate or Interests in Real Estate. See "Item 1.
Business  -  Lending   Activities,"  "Item  1.  Business  -  Regulation  of  the
Association," and "Item 2. Description of Property.

(a) Properties" above.

        (2)  Investments  in Real  Estate  Mortgages.  See "Item 1.  Business  -
Lending Activities" and "Item 1. Business - Regulation of the Association."

        (3)  Investments  in  Securities  of or Interests  in Persons  Primarily
Engaged in Real Estate Activities.  See "Item 1. Business - Lending Activities,"
"Item 1.  Business - Regulation  of the  Association,"  and "Item 1.  Business -
Subsidiary Activity."

        (c)  Description of Real Estate and Operating Data.

        Not Applicable.

Item  3.  Legal Proceedings
---------------------------

        The  Company,  from  time  to  time,  is a  party  to  ordinary  routine
litigation,  which arises in the normal  course of  business,  such as claims to
enforce liens,  condemnation  proceedings on properties in which the Association
holds  security  interests,  claims  involving  the making and servicing of real
property loans, and other issues incident to the business of the Company. In the
opinion of  management,  no material  loss is expected  from any of such pending
claims or lawsuits.

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

        No matters were submitted to stockholders  for a vote during the quarter
ended September 30, 1996.

                                     PART II

Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
--------------------------------------------------------------------------------
         Matters
         -------

        The  information  contained  under the section  captioned  "Stock Market
Information" in the Company's  Annual Report to Stockholders for the fiscal year
ended  September  30, 1996 (the  "Annual  Report"),  is  incorporated  herein by
reference.

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

        Except as set forth below, the required  information is contained in the
section captioned  "Management's  Discussion and Analysis of Financial Condition
and Results of  Operations" in the Annual Report and is  incorporated  herein by
reference.

                                       25


<PAGE>

Rate/Volume Analysis

        The table  below sets forth  certain  information  regarding  changes in
interest  income  and  interest  expense  of the  Association  for  the  periods
indicated.  For each category of  interest-earning  assets and  interest-bearing
liabilities,  information is provided on changes  attributable to (i) changes in
volume (changes in average volume multiplied by old rate); (ii) changes in rates
(changes in rate multiplied by old average volume); (iii) changes in rate-volume
(changes in rate multiplied by the change in average volume).

<TABLE>
<CAPTION>

                                                            Year Ended September 30,
                               ----------------------------------------------------------------------------------
                                        1996     vs.     1995                       1995     vs.     1994
                               --------------------------------------      --------------------------------------
                                         Increase (Decrease)                         Increase (Decrease)
                                               Due to                                      Due to
                               --------------------------------------      -------------------------------------- 
                                                      Rate/                                       Rate/
                               Volume      Rate      Volume       Net      Volume      Rate      Volume       Net
                               ------      ----      ------       ---      ------      ----      ------       ---
                                                             (Dollars in Thousands)
Interest income:
<S>                               <C>         <C>       <C>         <C>      <C>         <C>       <C>         <C> 
 Loans receivable(1).......       $ (76)      $173      $  (4)      $ 93     $ (78)       $382      $ (9)      $295
 Mortgage-backed securities         123        (41)       (18)        64        (3)        (14)       --        (17)
 Investment securities.....          92         50          6        148       182          86        30        298
 Other interest-earning assets       64        (19)        (4)        41       (16)         84       (14)        54
                                    ---        ---        ---        ---       ---         ---       ---        ---
  Total interest-earning assets     203        163        (20)       346        85         538         7        630
                                    ---        ---        ---        ---       ---         ---       ---        ---

Interest expense:
 Savings accounts..........          (3)       301         --        298      (100)        282       (14)       168
 Other liabilities.........          --         --         --         --        --          --        --         --
                                   ----      -----       ----        ---      ----       -----      ----        ---
   Total interest-bearing

    liabilities............          (3)       301         --        298      (100)        282       (14)       168
                                  -----       ----       ----        ---      ----        ----       ---        ---

Net change in interest income     $ 206      $(138)     $ (20)      $ 48     $ 185       $ 256     $  21       $462
                                   ====       ====       ====        ===      ====        ====      ====        ===
</TABLE>


---------------------
(1)  Loans are net of undisbursed commitments.

Item  7.  Financial Statements
------------------------------

        The Company's  consolidated  financial  statements  required  herein are
contained in the Annual Report and are incorporated herein by reference.

        Quarter  results of  operations  on page 14 of the 1996 annual report to
stockholders is hereby incorporated by reference.

Item 8.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
         Financial Disclosure 
         -------------------- 

     Not Applicable. 

                                       26


<PAGE>
                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
--------------------------------------------------------------------------------
        with Section 16(b) of the Exchange Act
        --------------------------------------

        The  information  contained  under the  sections  captioned  "Filing  of
Beneficial  Ownership Reports" and "I - Information with Respect to Nominees for
Director,  Directors  Continuing  in  Office,  and  Executive  Officers"  in the
Company's  definitive  proxy  statement  for the  Company's  Annual  Meeting  of
Stockholders (the "Proxy Statement") is incorporated herein by reference.

Item 10.  Executive Compensation
--------------------------------

        The  information  contained  under the section  captioned  "Director and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

        (a)    Security Ownership of Certain Beneficial Owners

               Information  required  by this  item is  incorporated  herein  by
               reference  to  the  section  captioned  "Voting   Securities  and
               Principal Holders Thereof" in the Proxy Statement.

        (b)    Security Ownership of Management

               Information  required  by this  item is  incorporated  herein  by
               reference to the section  captioned "I - Information with Respect
               to Nominees for Director,  Directors  Continuing  in Office,  and
               Executive Officers" in the Proxy Statement.

        (c)    Management of the Company knows of no arrangements, including any
               pledge by any person of securities of the Company,  the operation
               of which may at a  subsequent  date result in a change in control
               of the Registrant.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

        The  information  required  by  this  item  is  incorporated  herein  by
reference  to  the  section   captioned   "Certain   Relationships  and  Related
Transactions" and "Voting Securities and Principal Holders Thereof" in the Proxy
Statement.

Item 13.  Exhibits, List and Reports on Form 8-K
------------------------------------------------

(a)  Exhibits are either attached as part of this Report or incorporated herein 
     by reference.

          3.1   Articles of Incorporation of Mississippi View Holding Company*

          3.2   Bylaws of Mississippi View Holding Company*

         10.1   Employment contract with Thomas J. Leiferman*

         10.2   Management Stock Bonus Plans**

                                       27


<PAGE>



         10.3  1995 Stock Option Plan**

         11    Statement regarding computation of earnings per share (see Note 1
               to the Notes to Consolidated Financial Statements in the Annual 
               Report)

         13    Annual Report to Stockholders for the fiscal year ended September
               30, 1996.

         21    Subsidiaries of the Registrant (see information contained herein
               under "Business - Subsidiary Activity").

         23    Consent of Bertram Cooper & Co., LLP

         99    Financial Data Schedule***

 (b)           Reports on Form 8-K.

               None.


-------------------
*       Incorporated by reference to the Registrant's Registration Statement on
        Form S-1 (File No. 33-86820) declared effective by the SEC on February 
        9, 1995.
**      Incorporated  by reference to the  Registrant's  proxy statement for the
        special  meeting of  stockholders  held on September  27, 1995 and filed
        with the SEC on August 17, 1995 (File No. 0-25546)
***     Only in electronic filing.


                                       28


<PAGE>
                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) 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.

                            MISSISSIPPI VIEW HOLDING COMPANY

Dated:  December 19, 1996   By: /s/Thomas J. Leiferman
                                ----------------------
                                Thomas J. Leiferman
                                President, Chief Executive Officer, and Director
                                (Duly Authorized Representative)

        Pursuant to the requirement of the Securities Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

By:  /s/Thomas J. Leiferman                          By:  
     ----------------------                              -----------------------
     Thomas J. Leiferman                                 Andrew P. Revering
     President, Chief Executive Officer, and Director    Chairman of the Board
     (Principal Executive Officer)

Date: December 19, 1996                              Date: December 19, 1996


By:  /s/Neil Adamek                                  By: /s/Wallace R. Mattock
     ----------------------                              -----------------------
     Neil Adamek                                         Wallace R. Mattock
     Director                                            Director

Date: December 19, 1996                              Date: December 19, 1996


By:  /s/Gerald Peterson                              By: /s/Peter Vogel
     ----------------------                              -----------------------
     Gerald Peterson                                     Peter Vogel
     Director                                            Director

Date: December 19, 1996                            Date: December 19, 1996


By:  /s/Larry D. Hartwig
     ----------------------                          
     Larry D. Hartwig
     Treasurer/Comptroller (Principal
     Financial and Accounting Officer)

Date: December 19, 1996