UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                  ___________________________

                          FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended June 30, 1999          OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                Commission File Number:  0-23406


                SOUTHERN MISSOURI BANCORP, INC.

     (Exact name of registrant as specified in its charter)


                 Missouri                         43-1665523

(State or other jurisdiction of incorporation  (I.R.S. Employer
                or organization)              Identification No.)


531 Vine Street, Poplar Bluff, Missouri                  63901
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:  (573) 785-1421


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 $0.01 per share
                                                (Title of Class)


     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 whether 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 the
registrant's knowledge, in definitive proxy or other information
statements incorporated by reference in Part III of this Form 10-
KSB or any amendments to this Form 10-KSB.  YES       NO   x

     The registrant's revenues for the fiscal year ended June 30,
1999 were $12.7 million.

     As of September 15, 1999, there were issued and
outstanding 1,387,384 shares of the registrant's common
stock. [COMPLETE] The aggregate market value of the voting stock
held by non-affiliates of the registrant on this date, computed
by reference to the average of the bid and asked price of such
stock, was $15.5 million (1,122,232 shares at $13.81.
(The exclusion from such amount of the market value of
the shares owned by any person shall not be deemed an admission
by the registrant that such person is an affiliate of the
registrant.)

              DOCUMENTS INCORPORATED BY REFERENCE

     Part II of Form 10-KSB- Annual Report to Stockholders for the fiscal year
              ended June 30, 1999.

     Part III of Form 10-KSB - Portions of the Proxy Statement for the 1999
               Annual Meeting of Stockholders.

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

                             PART I
Item 1.   Description of Business

General

     Southern Missouri Bancorp, Inc. ("Company"), which changed
its state of incorporation to Missouri on April 1, 1999, was
originally incorporated in Delaware on December 30, 1993 for the
purpose of becoming the holding company for Southern Missouri
Savings Bank ("SMSB") upon completion of its conversion from a
state chartered mutual to a state chartered stock savings bank
("Conversion").  The Company completed the Conversion on April
13, 1994 through the sale and issuance of 1,803,201 shares of
common stock.  The Company's Common Stock is quoted on the
National Association of Securities Dealers Automated Quotations
("NASDAQ") National Market System under the symbol "SMBC".

     SMSB was chartered as a mutual Missouri savings and loan
association in 1887.  On June 20, 1995, it converted to a
federally chartered stock savings bank and took the name Southern
Missouri Savings Bank, FSB.  On February 17, 1998, SMSB converted
from a federally chartered stock savings bank to a Missouri
chartered stock savings bank and changed its name to Southern
Missouri Bank and Trust Co. ("Bank") and ("Charter Conversion").

     As a result of the Charter Conversion, the primary regulator
of the Bank changed from the Office of Thrift Supervision ("OTS")
to the Missouri Division of Finance ("Division").  The Bank's
deposits continue to be insured up to applicable limits by the
Savings Association Insurance Fund ("SAIF") of the Federal
Deposit Insurance Corporation ("FDIC").  Notwithstanding the
Bank's conversion to a state savings bank, the Company did not
become a bank holding company regulated by the Federal Reserve
Board ("FRB") but remained an OTS-regulated savings and loan
holding company as a result of the Bank's election (under Section
10(l) of the Home Owners Loan Act, as amended ("HOLA")) to be
treated as an OTS-regulated savings association for purposes of
regulation of the Company ("10(l) Election").

     The principal business of the Bank consists primarily of
attracting retail deposits from the general public and using such
deposits along with wholesale funding from the Federal Home Loan
Bank of Des Moines ("FHLB") to invest primarily in one- to four-
family residential mortgage loans.  To a lesser extent, the Bank
also finances mortgage loans secured by commercial real estate
loans, commercial business loans and consumer loans.  These funds
are also used to purchase mortgage-backed and related securities
("MBS"), obligations of state and political subdivisions, U.S.
Government Agency obligations and other permissible investments.

     At June 30, 1999, the Company had total assets of $165.0
million, total deposits of $120.2 million and stockholders'
equity of $22.6 million.  The Company has not engaged in any
significant activity other than holding the stock of the Bank.
Accordingly, the information set forth in this report, including
financial statements and related data, relates primarily to the
Bank and its subsidiaries.  Additionally, the Company's revenues
are derived principally from interest earned on loans, investment
securities and MBS and, to a lesser extent, insurance commissions,
banking service charges, loan late charges and other
fee income.

Forward Looking Statements

     When used in this Form 10-KSB or future filings by the
Company with the Securities and Exchange Commission, in the
Company's press releases or other public or shareholder
communications, or in oral statements made with the approval of
an authorized executive officer, the words or phrases "would be",
"will allow", "intends to", "will likely result", "are expected
to", "will continue", "is anticipated", "estimate", "project", or
similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.

     The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only
as of the date made, and to advise readers that various factors,
including regional and national economic conditions, substantial
changes in levels of market interest rates, credit and other
risks of lending and investment activities and competitive and regulatory
factors, could affect the Company's financial performance and could cause
the Company's actual results for future periods to differ materially
from those anticipated or projected.

     The Company does not undertake, and specifically disclaims
any obligation, to update any forward-looking statements to
reflect occurrences or unanticipated events or circumstances
after the date of such statements.

Market Area
     The Bank provides its customers with a full array of
community banking services and conducts its business from its
headquarters in Poplar Bluff and seven additional full service
offices located in Poplar Bluff, Van Buren, Dexter, Malden,
Kennett, Doniphan and Ellington, Missouri.  The Bank's primary
market area includes all or portions of Butler, Carter, Dunklin,
Ripley, Stoddard, and Wayne counties, with Poplar Bluff being the economic
center of the area.  The Bank's market area has a population of
approximately 175,000.  The largest employer in the Bank's
primary market area is Briggs & Stratton, who operates a small
engine manufacturing facility and employs approximately 1,000
persons.  Other major employers include Gates Rubber, Rowe
Furniture, Lucy Lee Hospital, John Pershing VA Hospital, Doctors
Regional Hospital, Poplar Bluff School District, and Arvin.  The
Bank's market area is primarily rural in nature and relies
heavily on agriculture, with products including livestock, rice,
timber, soybeans, wheat, melons, corn and cotton.

Selected Consolidated Financial Information

     This information is incorporated by reference from pages 3
and 4 of the 1999 Annual Report to Stockholders ("Annual Report")
attached hereto as Exhibit 13.

Yields Earned and Rates Paid

     This information contained under the section captioned
"Yields Earned and Rates Paid" in the Annual Report is
incorporated herein by reference from page 12 of the Annual Report.

Rate/Volume Analysis

     This information is incorporated by reference from page 13
of the Annual Report.

Average Balance, Interest and Average Yields and Rates

     This information contained under the section captioned
"Average Balance, Interest and Average Yields and Rates" in the
Annual Report is incorporated herein by reference from page 10 and
11 of the Annual Report.

Lending Activities

     General.  The Bank's primary focus in lending activities is
on the origination of loans secured by mortgages on one- to four-
family residences.  To a lesser extent, the Bank also originates
mortgage loans on commercial real estate, construction loans on
residential and commercial properties, commercial business and
consumer loans.  The Bank has also occasionally purchased a limited
amount of loan participation interests originated by other lenders within the
Bank's market area and secured by properties generally located in
the Bank's primary market area.

     The Executive Loan Committee of the Bank, comprised of Greg
Steffens and Kent Nichols, has the responsibility for the
supervision of the loan portfolio with an overview provided by
the full Board of Directors.  Loans up to $250,000 may be approved by
certain officers or either member of the Executive Committee, depending
on the circumstances and the size of the loan, with all loans
subject to ratification by the full Board of Directors.  Loans in
excess of $250,000 require the approval of a majority of the Discount
Committee, whose members consist of four outside directors and Mr. Steffens,
prior to the closing of the loan.  In addition, foreclosure actions or
the acceptance of deeds-in-lieu of foreclosure are subject to
prior approval by the Board of Directors.

     The aggregate amount of loans that the Bank is permitted to
make under applicable federal regulations to any one borrower,
including related entities, or the aggregate amount that the Bank
could have invested in any one real estate project, is based on
the Bank's capital levels.  See "Regulation - Loans to One
Borrower."  At June 30, 1999, the maximum amount which the Bank
could lend to any one borrower and the borrower's related
entities was approximately $3.3 million.  At June 30, 1999, the
Bank's largest extension of credit to one entity was $2.6 million and
was secured by commercial real estate and was performing according to
it's terms.


<TABLE>
     Loan Portfolio Analysis.  The following table sets forth the
composition of the Bank's loan portfolio by type of loan and type
of security as of the dates indicated.

<CAPTION>

                                                       At June 30,
                                        1999              1998             1997
                                   Amount  Percent   Amount  Percent  Amount  Percent
                                                 (Dollars in thousands)

Type of Loan:
<S>
Mortgage Loans:                  <C>       <C>      <C>      <C>     <C>      <C>
  One-to four-family             $ 87,247   73.78%  $ 83,399  70.03% $ 77,895  72.27%
  Commercial real estate           19,048   16.11     22,530  18.92    18,293  16.97
  Construction                      3,553    3.00      2,708   2.27     3,822   3.55
    Total mortgage loans         $109,848   92.89   $108,637  91.22  $100,010  92.79

Other Loans:
  Automobile loans                  5,808    4.91      7,319   6.15     4,862   4.51
  Second mortgage                   1,109    0.94     1,081    0.91       745   0.69
  Mobile home                         548    0.47       784    0.65     1,265   1.17
  Loans secured by deposits           826    0.70       671    0.57       721   0.67
  Commercial business               1,481    1.25     1,127    0.95     2,383   2.21
  Other                             1,169    0.99     1,480    1.24       435   0.40
    Total other loans              10,941    9.26    12,462   10.47    10,411   9.65


    Total loans                  $120,789  102.15  $121,099  101.69  $110,421  102.44

Less:

  Undisbursed loans in process   $  1,296   (1.10) $    653   (0.54) $  1,838   (1.70)
  Deferred fees and discounts          53   (0.04)       68   (0.06)       93   (0.08)
  Allowance for loan losses         1,191   (1.01)    1,295   (1.09)      707   (0.66)
    Net loans receivable         $118,249  100.00  $119,083  100.00  $107,783  100.00

Type of Security:

Residential real estate
  One-to four-family             $ 88,726   75.03% $ 82,874   69.59% $ 78,359   72.70
  Multi-family                      2,076    1.76     3,134    2.63       583    0.54
Commercial real estate             17,753   15.01    20,865   17.52    20,246   18.78
Land                                1,294    1.09     1,764    1.48       822    0.76
Savings accounts                      826    0.70       671    0.57       721    0.67
Consumer and other                 10,114    8.56    11,791    9.90     9,690    8.99
    Total loans                  $120,789  102.15  $121,099  101.69  $110,421  102.44


Less:

  Undisbursed loans in process   $  1,296   (1.10) $    653   (0.54) $  1,838   (1.70)
  Deferred fees and discounts          53   (0.04)       68   (0.06)       93   (0.08)
  Allowance for loan losses         1,191   (1.01)    1,295   (1.09)      707   (0.66)
    Net loans receivable         $118,249  100.00  $119,083  100.00  $107,783  100.00
</TABLE>


     One- to Four-Family Residential Mortgage Lending.  The Bank
focuses its lending efforts primarily on originating loans for
the acquisition or refinance of one- to four-family residences.
These loans are originated as a result of customer and real
estate agent referrals, existing and walk-in customers and from
responses to the Bank's marketing campaign.  At June 30, 1999,
net mortgage loans secured by one- to four-family residences totaled
$87.2 million, or 73.8% of net loans receivable.

     The Bank currently offers both fixed-rate and adjustable-
rate mortgage ("ARM") loans.  During the year ended June 30, 1999
the Bank originated $8.8 million of ARM loans and $19.1 million
of fixed-rate real estate loans which were secured by one- to
four-family residences.  Substantially all of the one- to four-
family residential mortgage originations in the Bank's portfolio
are located within the Bank's primary market area.

     The Bank currently originates one- to four-family
residential mortgage loans in amounts up to 90% of the lower of
the purchase price or appraised value of residential property.
Loans originated in excess of 80% do not require private mortgage
insurance.  Historically, the residential mortgage loans
originated by the Bank have not complied with secondary market
standards; however, single-family mortgages originated in the third
quarter of fiscal 1999 and thereafter, have generally conformed to secondary
market standards.  The interest rates charged on these loans are competitively
priced based on local market conditions, the availability of funding,
and anticipated profit margins.  Fixed and ARM loans originated by the
Bank are amortized over periods as long as 30 years.

     The Bank currently  originates ARM loans, which adjust annually, after
an initial period of one, three or five years.  Typically,
originated ARM loans are secured by owner occupied properties
which reprice at a margin of 2.75% over the monthly average yield
on United States Treasury securities adjusted to a constant
maturity of one year ("CMT").  Generally, ARM loans secured by
non-owner occupied residential properties reprice at a margin of
3.00% to 3.50% over the CMT index.  Current residential ARM loan
originations are subject to annual and lifetime interest rate
caps.  Additionally, in order to entice customers into an ARM, or
better meet customer needs, the Bank offers ARMs with initial
rates below those which would prevail under the foregoing
computations, based on market factors, funding costs and the
rates and terms for similar loans offered by the Bank's
competitors.  As a consequence of using interest rate caps,
discounted initial rates and a "CMT" or "lagging" loan index, the
interest earned on the Bank's ARMs will react differently to
changing interest rates than the Bank's cost of funds.

     Historically, most of the owner occupied residential loans
originated by the Bank repriced annually at a margin of 2.50% or
2.75% over the 11th district cost of funds index or the Bank's
internal cost of funds, while non-owner occupied residential
loans typically repriced at a margin of 3.00% to 3.75% over these same
indices.  The maximum annual interest rate adjustment on these
ARMs was typically limited to a 1.00% to 2.00% adjustment, while
the maximum lifetime adjustment was generally limited to 5.00% to
6.00%.  Generally, each of these indices are considered a
"lagging" index because they adjust more slowly to changes in
market interest rates than most other indices.  At June 30, 1999,
loans tied to these indices totaled $51.4 million.

     In underwriting one- to four-family residential real estate
loans, the Bank evaluates the borrower's ability to meet debt
service requirements at current as well as fully indexed rates for
ARM loans, as well as the value of the property securing the loan.
During 1999, most properties securing real estate loans made by the
Bank had appraisals performed on them by independent fee appraisers
approved and qualified by the Board of Directors.  The Bank generally
requires borrowers to obtain title insurance and fire, property and
flood insurance (if indicated) in an amount not less than the amount
of the loan.  Real estate loans originated by the Bank generally contain
a "due on sale" clause allowing the Bank to declare the unpaid principal
balance due and payable upon the sale of the security property.


     Multi-Family, Commercial Real Estate and Land Lending.  The
Bank actively originates loans secured by multi-family,
commercial real estate (apartment buildings, strip shopping
centers, retail establishments and other businesses) and land
located in the Bank's primary market area.  At June 30, 1999, the
Bank had $2.1 million, $17.8 million, and $1.3 million,
respectively, of multi-family, commercial real estate and land
loans, which represented 1.8%, 15.0%, and 1.1%, respectively, of
net loans receivable.


     Multi-family, commercial real estate and land loans
originated by the Bank generally are based on amortization
schedules of up to 25 years with monthly principal and interest
payments.  Generally, the interest rate charged on these loans
adjusts annually based upon the New York prime rate, one year
CMT, the 11th district cost of funds or the Bank's internal cost
of funds plus a margin and are occasionally subject to annual and
lifetime interest-rate adjustment caps.  Generally, multi-family,
commercial real estate and land loans do not exceed 75% of the
lower of the appraised value or purchase price of the secured
property.  Before credit is extended, the Bank analyzes the
financial condition of the borrower, the borrower's credit
history, and the reliability and predictability of the cash flow
generated by the property and the value of the property itself.
Generally, personal guaranties are required from the borrower in
addition to the secured property as collateral for such loans.
In addition, personal financial statements generally are required
to be submitted to the Bank on at least an annual basis.  The
Bank also generally requires appraisals on properties securing
multi-family, commercial real estate and land loans to be
performed by a Board-approved independent certified fee
appraiser.

     Generally loans secured by multi-family, commercial real
estate and land involve a greater degree of credit risk than one-
to four-family residential mortgage loans.  These loans typically
involve large balances to single borrowers or groups of related
borrowers.  Because payments on loans secured by commercial real
estate and multi-family properties are often dependent on the
successful operation or management of the secured property,
repayment of such loans may be subject to adverse conditions in
the real estate market or the economy.  If the cash flow from the
project securing the Bank's loan is reduced (for example, if
leases are not obtained or renewed), the borrower's ability to
repay the loan may be impaired.  See "Asset Quality." The Bank's
largest extension of credit secured by commercail real estate was
$2.6 million and performing according with it's terms.

     Construction Lending.  The Bank originates real estate loans
secured by property or land that is under construction or
development.  At June 30, 1999, the Bank had $3.6 million, or
3.0% of net loans receivable in construction loans outstanding.

     Construction loans originated by the Bank are generally
secured by permanent mortgage loans for the construction of owner
occupied residential real estate or to finance speculative
construction secured by residential real estate, land development
or owner-operated commercial real estate.  At June 30, 1999, the
Bank had $3.0 million in outstanding construction loans secured
by  residential real estate and $530,000 in other speculative
construction secured by land or commercial real estate.  During
construction, these loans typically require monthly interest-only
payments and have maturities ranging from 6 to 12 months. Once
construction is completed, permanent construction loans are
converted to monthly payments using amortization schedules up to
30 years.

     Speculative construction and land development lending generally affords
the Bank an opportunity to receive higher interest rates and fees
with shorter terms to maturity than those obtainable from
residential lending.  Nevertheless, construction and land
development lending is generally considered to involve a higher
level of credit risk than one- to four-family residential lending
due to (i) the concentration of principal among relatively few
borrowers and development projects, (ii) the increased difficulty
at the time the loan is made of accurately estimating building or
development costs and the selling price of the finished product,
(iii) the increased difficulty and costs of monitoring and
disbursing funds for the loan,  (iv) the higher degree of
sensitivity to increases in market rates of interest and changes
in local economic conditions, and (v) the increased difficulty of
working out problem loans.  Due in part to these risk factors,
the Bank may be required from time to time to modify or extend
the terms of some of these types of loans.  In an effort to
reduce these risks, the application process includes a submission
to the Bank of accurate plans, specifications and costs of the
project to be constructed.  These items are also used as a basis
to determine the appraised value of the subject property.  Loan
amounts are limited to 85% of the lesser of current appraised
value and/or the cost of construction.

     Consumer and Commercial Business Lending.  The Bank offers a
variety of secured consumer loans, including automobile, second
mortgages, mobile homes and loans secured by deposits.  The Bank
also originates secured and unsecured loans to individuals and
commercial businesses, as well as letters-of-credit and lines-of-
credit.  The Bank originates substantially all of its consumer
and commercial business loans in its primary market area.
Currently, all consumer loans are originated on a direct basis,
where credit is extended directly to the borrower.  Usually,
consumer loans are originated with fixed rates for terms of up to
five years, while commercial business loans typically will be for
a period of up to five years and may have either a fixed or
adjustable interest rate.

     At June 30, 1999, the Bank's consumer and commercial
business loan portfolio totaled $10.9 million, or 9.26% of net
loans receivable.  At June 30, 1999, $10.3 million, or 94.5% of
the consumer and business loan portfolio had fixed rate loans
while 5.5% had adjustable interest rates.

     Consumer Lending.  Automobile loans represents 53.1% of the Bank's
installment loan portfolio at June 30, 1999, and totaled $5.8 million, or
4.9% of net loans receivable.  Typically, automobile loans are
made for terms of up to 60 months for new vehicles and up to 48
months for used vehicles.  Loans secured by automobiles have
fixed rates and are generally made in amounts up to 80% of the
purchase price of the vehicle.  The Bank has not engaged in
indirect automobile lending since the third quarter of fiscal
1998.  At June 30, 1999, the outstanding balance of indirect
automobile loans was $126,000.

     During prior periods, the Bank financed mobile homes for
customers of a local mobile home dealer. At June 30, 1999, the
remaining balance of these loans totaled $398,000.  Of these
loans, $53,000 were past due more than 90 days while the balance
of loans past due 61 to 90 days was $22,000 and 30 to 60 days was
$16,000.  During 1999, the  Bank realized net charge-offs of $48,000
related to these delinquent mobile homes.  In addition, it is likely
that additional charge-offs related to these mobile homes will be made
in the future; however, this likelihood was considered when the Bank
evaluated the adequacy of its allowance for loan losses at June 30, 1999.

     Consumer loan terms vary according to the type and value of
collateral, length of contract and creditworthiness of the
borrower.  The underwriting standards employed for consumer loans
include employment stability, an application, a determination of
the applicant's payment history on other debts, and an assessment
of ability to meet existing and proposed obligations.  Although
creditworthiness of the applicant is a primary consideration, the
underwriting process also includes a comparison of the value of
the security, if any, in relation to the proposed loan amount.

     Consumer loans may entail greater credit risk than do
residential mortgage loans, especially in the case of consumer
loans, which are unsecured or are secured by rapidly depreciable
or mobile assets, such as automobiles or mobile homes.  In the
event of repossession or default, there may be no secondary
source of repayment or the underlying value of the collateral
could be insufficient to repay the loan.  In addition, consumer
loan collections are dependent on the borrower's continuing
financial stability, and thus are more likely to be affected by
adverse personal circumstances.  Furthermore, the application of
various federal and state laws, including bankruptcy and
insolvency laws, may limit the amount which can be recovered on
such loans. The Bank's delinquency levels for these type of loans
are reflective of these risks.  See "Asset Classification."

     Commercial Business Lending.  At June 30, 1999, the Bank
also had $1.5 million in commercial business loans outstanding,
or 1.3% of net loans receivable.  The Bank's commercial business
lending activities encompass loans with a variety of purposes and
security, including loans to finance accounts receivable,
inventory and equipment.

     Commercial business loan terms vary according to the type
and value of collateral, length of contract and creditworthiness
of the borrower.  The Bank's commercial business loans are
evaluated based on the loan application, a determination of the
applicant's payment history on other debts, business stability
and an assessment of ability to meet existing obligations and
payments on the proposed loan.  Although creditworthiness of the
applicant is a primary consideration, the underwriting process
also includes a comparison of the value of the security, if any,
in relation to the proposed loan amount.

     Unlike residential mortgage loans, which generally are made
on the basis of the borrower's ability to make repayment from his
or her employment and other income, and which are secured by real
property whose value tends to be more easily ascertainable,
commercial business loans are of higher risk and typically are
made on the basis of the borrower's ability to make repayment
from the cash flow of the borrower's business.  As a result, the
availability of funds for the repayment of commercial business
loans may be substantially dependent on the success of the
business itself.  Further, the collateral securing the loans may
depreciate over time, may be difficult to appraise and may
fluctuate in value based on the success of the business.

Loan Maturity and Repricing

     The following table sets forth certain information at June
30, 1999 regarding the dollar amount of loans maturing or repriceing
in the Bank's portfolio based on their contractual terms to maturity
or repricing but does not include scheduled payments or potential
prepayments.  Demand loans, loans having no stated schedule of repayments
and no stated maturity, and overdrafts are reported as due in one
year or less.  Mortgage loans, which have adjustable rates, are
shown as maturing at their next repricing date.  Listed loan balances
are shown before deductions for undisbursed loan proceeds, unearned
discounts, unearned income and allowance for loan losses.


                                   After     After     After
                                  One Year  3 Years   5 Years
                         Within   Through   Through   Through    After
                        One Year  3 Years   5 Years   10 Years  10 Years  Total
                                          (Dollars in thousands)

One-to four-family     $57,083   $3,575     $2,497    $14,616   $9,476   $87,247
Commercial real estate  16,994    1,385        441        228      ---    19,048
Construction             3,553      ---        ---        ---      ---     3,553
Consumer                 3,323    2,974      2,970        193      ---     9,460
Commercial business      1,025      204        252        ---      ---     1,481

    Total loan         $81,978   $8,138     $6,160    $15,037   $9,476  $120,789



     The following table sets forth the dollar amount of all
loans due one year after June 30, 1999, which have fixed interest
rates and which have adjustable interest rates.


                            Fixed Rates      Adjustable Rates
                                (Dollars in thousands)


One-to four-family             $27,271           $2,893
Commercial real estate             995            1,059
Construction                       ---              ---
Consumer                         6,097               40
Commercial business                456              ---
    Total                      $34,819           $3,992



     The following table sets forth scheduled contractual
amortization of loans at June 30, 1999 and June 30, 1998, and the
dollar amount of loans at the date which are scheduled to mature
within and after one year which have fixed or adjustable
interest rates.  Demand loans, loans having no stated schedule of
repayments and no stated maturity and overdraft loans are
reported as due in one year or less.

<TABLE>
<CAPTION>

                           At June 30, 1999                           At June 30, 1998
                                       Commercial                                  Commercial
                    Mortgage  Consumer  Business                Mortgage  Consumer  Business
                      Loans     Loans     Loans   Total Loans     Loans     Loans     Loans   Total Loans
                                                  (Dollars in thousands)
<S>                 <C>        <C>       <C>       <C>          <C>        <C>     <C>        <C>
Amounts due:
 Within one year    $ 77,630   $3,323    $1,025    $81,978      $ 96,467   $3,977  $  879     $101,323
 After one year
  through three years  4,960    2,974       204      8,138         1,620    3,066     137        4,823
 After three years
  through five years   2,938    2,970       252      6,160         5,265    3,996     111        9,372
 After five years     24,320      193       ---     24,513         5,285      296     ---        5,581
    Total           $109,848   $9,460    $1,481   $120,789      $108,637  $11,335  $1,127     $121,099


Interest rate terms on
 amounts due after one
 year:
    Fixed            $28,266   $6,097    $  456    $34,819        $9,878  $ 7,359   $ 249     $ 17,486
    Adjustable         3,952       40       ---      3,992         2,291      ---     ---        2,291


Originations, Purchases and Servicing of Loans and Mortgage-Backed Securities

     Generally, real estate loans are originated by the Bank's
staff of salaried loan officers.  Loan applications are taken and
processed at each of the Bank's full-service locations.  The Bank
has not participated in the secondary market and does not service
any loans for other entities.  However, the Bank is now originating
loans saleable in the secondary market if the policy should change.

     While the Bank originates both adjustable-rate and
fixed-rate loans, the ability to originate loans is dependent
upon the relative customer demand for loans in its market.  In
1999, the Bank originated $50.5 million of loans, compared to
$48.5 million and $41.2 million in 1998 and 1997, respectively.
Of these loans, mortgage loans originated were$ 38.0 million,
$33.0 million, and $29.7 million in 1999, 1998, and 1997, respectively.


     From time to time, the Bank has purchased loan
participations consistent with its loan underwriting standards.
In 1999, the Bank did not purchase any new loans.  At June 30,
1999, loan participations totaled $1.7 million, or 1.4% of net
loans receivable.  All of these participations were secured by
properties located in Missouri.  At June 30, 1999, all of such
participations were performing in accordance to their respective
terms.  The Bank will evaluate purchasing additional loan
participations, based in part on local loan demand and portfolio
growth.

     In addition, the Bank has purchased MBS to complement
lending activities and provide balance sheet flexibility for
liquidity and asset/liability management.  The Board believes
that the lower yield carried by MBS is somewhat offset by the
lower level of credit risk and the lower level of overhead
required in connection with these assets, as compared to one- to
four-family, commercial real-estate, multi-family and other types of
loans.  See "- Mortgage-Backed and Related Securities."


     The following table shows total mortgage loans originated,
purchased, sold and repaid during the periods indicated.


                                                    Year Ended June 30,
                                                  1999     1998     1997
                                                  (Dollars in thousands)



Total mortgage loans at beginning of period    $108,637  $100,010   $89,197
Loans originated:
  One-to four-family residential                 27,839    20,687    21,993
  Multi-family residential and
    commercial real estate                        5,878     9,736     5,618
  Construction loans                              4,253     2,540     2,086
   Total loans originated                        37,970    32,963    29,697



Loans purchased:
  Total loans purchased                            ---        171       ---



Loans sold:
  Total loans sold                                 ---        ---       ---



Mortgage loan principal repayments             (36,364)   (24,391)  (18,763)


Foreclosures                                      (395)      (116)     (121)
Net loan activity                                1,211      8,627    10,813

    Total mortgage loans at end of period     $109,848   $108,637  $100,010

Asset Quality

     Delinquent Loans.  Generally, when a borrower fails to make
a required payment on mortgage or installment loans the Bank
begins the collection process by mailing a computer generated
notice to the customer.  If the delinquency is not cured
promptly, the customer is contacted again by notice or telephone.
After an account secured by real estate becomes over 60 days past
due, the Bank will send a 30-day demand notice to the customer,
which if not cured, unless satisfactory arrangements have been
made, will lead to foreclosure.  For consumer loans, the Missouri
Right-To-Cure Statute is followed, which requires issuance of
specifically worded notices at specific time intervals prior to
repossession or further collection efforts.

     The following table sets forth the Bank's loan delinquencies
by type and by amount at June 30, 1999.


                                                                 Total Loans
                                           Loans Delinquent For:  Delinquent 60
                              60-89 Days     90 Days and Over      or More
                           Numbers  Amounts  Numbers  Amounts   Numbers  Amounts


One-to four-family           25     $664       10     $181        35     $  845
Commercial non-real estate    1        9        1       27         2         36
Commercial real estate        1        2        1       87         2         89
Mobile home                   3       22       13       76        16         98
Consumer                     24      119       19      121        43        240
    Totals                   54     $816       44     $492        98     $1,308


     Non-Performing Assets.  The table below sets forth the
amounts and categories of non-performing assets in the Bank's
loan portfolio.  Loans are placed on non-accrual status when the
collection of principal and/or interest become doubtful, and as a
result, previously accrued interest income on the loan is taken
out of current income.  The Bank has no reserves for uncollected
interest and does not accrue interest on non-accrual loans.  A
loan may be transferred back to accrual status once a
satisfactory repayment history has been restored.  Foreclosed
assets held for sale include assets acquired in settlement of
loans and are shown net of reserves.

     At June 30, 1999, the Bank had nine loans totaling $181,000 on
which interest was not being accrued in accordance with SFAS No.
114.  The Bank would have recorded interest income of $17,000,
$46,000 and $124,000 on non-accrual loans during the years ended
June 30, 1999, 1998 and 1997, respectively, if such loans had
been performing during such periods.  Interest income of approcimately
$13,000, $15,000 and $98,000 was recognized on these loans for years
ending June 30, 1999, 1998 and 1997, respectively.

     The following table sets forth information with respect to
the Bank's non-performing assets as of the dates indicated.  At
the dates indicated, the Bank had no restructured loans within
the meaning of SFAS 15.


                                                   At June 30,
                                    1999     1998     1997     1996     1995
                                             (Dollars in thousands)

Nonaccruing loans:
 One-to four-family               $   35     $182   $  922    $480     $700
 Commercial real estate               86      344      279     ---       14
 Consumer                             60        7      179      45       14
 Commercial business                 ---      ---      ---      21        9
    Total                         $  181     $533   $1,380    $546     $737


Loans 90 days past due
 accruing interest:(1)
 One-to four-family               $  146    $661     $---     $---     $---
 Commercial real estate              ---       3      ---      ---      ---
 Consumer                             83     140      ---      ---      ---
 Commercial business                  27     ---      ---      ---      ---
 Mobile homes                         55     ---      ---      ---      ---
    Total                         $  311  $  804   $  ---     $---     $---


Total nonperforming loans         $  492  $1,337   $1,380     $546     $737

Foreclosed assets held for sale:
 Real estate owned                $  478  $  172   $   55     $ 60   $  727
 Other nonperforming assets           82      12      ---      ---      ---
    Total nonperforming assets    $1,052  $1,521   $1,435     $606   $1,464


Total nonperforming loans
  to net loans                      0.42%   1.12%    1.28%    0.57%    0.89%

Total nonperforming loans
  to net assets                     0.30%   0.86%    0.86%    0.34%    0.50%

Total nonperforming assets
  to total assets                   0.64%    0.98%   0.89%    0.38%    0.99%


(1)  Prior to 1998, the Company reported all loans 90 days
      or more past due as nonaccruing loans.

     Asset Classification.  Applicable regulations require that
each insured institution review and classify its assets on a
regular basis.  In addition, in connection with examinations of
insured institutions, regulatory examiners have authority to
identify problem assets and, if appropriate, require them to be
classified.  There are three classifications for problem assets:
substandard, doubtful and loss.  Substandard assets must have one
or more defined weaknesses and are characterized by the distinct
possibility that the insured institution will sustain some loss
if the deficiencies are not corrected.  Doubtful assets have the
weaknesses of substandard assets with the additional
characteristic that the weaknesses make collection or liquidation
in full on the basis of currently existing facts, conditions and
values questionable, and there is a high possibility of loss.  An
asset classified loss is considered uncollectible and of such
little value that continuance as an asset of the institution is
not warranted.  When an insured institution classifies problem
assets as loss, it charges off the balances of the asset.
Assets, which do not currently expose the Bank to sufficient risk
to warrant classification in one of the aforementioned categories
but possess weaknesses, may be designated as special mention.
The Bank's determination as to the classification of its assets
and the amount of its valuation allowances is subject to review
by the FDIC and the Division, which can order the establishment
of additional loss allowances.

     In connection with the filing of its periodic reports with
the FDIC and in accordance with its asset classification policy,
the Bank regularly reviews its loan portfolio to determine
whether any loans require classification in accordance with
applicable regulations.  On the basis of management's review of
the assets of the Company, at June 30, 1999, classified assets
totaled $5.1 million, or 3.09% of total assets as compared to
$5.6 million, or 3.55% of total assets at June 30, 1998.

     The largest classified commercial real estate relationship
at June 30, 1999 totaled $2.6 million and was performing in
accordance with its terms.  In addition, the Bank had classified
two other lending relationships secured primarily by commercial
real estate, which in the aggregate totaled $1.3 million.  Each
of these borrowing relationships was classified due to concerns
over whether the property securing the Bank's loans generated
sufficient cash flow to amortize the loan in accordance with its
terms.

     Other Loans of Concern.  In addition to the classified
assets discussed above, there was also an aggregate of $1.0
million in net book value of loans (28 one- to four-family
residential loans, one construction loan and 28 consumer loans)
with respect to which management has doubts as to the ability of
the borrowers to continue to comply with present loan repayment
terms which may ultimately result in the classification of such
assets.

     Real Estate Owned.  Real estate properties acquired through
foreclosure or by deed in lieu of foreclosure are recorded at the
lower of cost or fair value, less estimated disposition costs.
If fair value at the date of foreclosure is lower than the
balance of the related loan, the difference will be charged-off
to the allowance for loan losses at the time of transfer.
Management periodically updates real estate valuations and if the
value declines, a specific provision for losses on such property
is established by a charge to operations.  At June 30, 1999, the
Company's balance of real estate owned totaled $478,000 and
included 9 properties secured primarily by real estate lots and
one commercial lot.  During the current fiscsl year, the bank foreclosed
on this commercial lot with a balance of $316,000.  During this fiscal
year, the bank began to take a more aggressive action on collections

     Allowance for Loan Losses.  The Bank's allowance for loan
losses is established through a provision for loan losses based
on management's evaluation of the risk inherent in the loan
portfolio and changes in the nature and volume of loan activity,
including those loans which are being specifically monitored.
Such evaluation, which includes a review of loans for which full
collectibility may not be reasonably assured, considers among
other matters, the estimated fair value of the underlying
collateral, economic conditions, historical loan loss experience
and other factors that warrant recognition in providing for an
adequate provision for loan losses.  These provisions for loan
losses are charged against earnings in the year they are
established.  The Bank had an allowance for loan losses at June
30, 1999, of $1.2 million, which represented 113% of
nonperforming assets as compared to $1.3 million or 85% of
nonperforming assets at June 30, 1998.  See Note 3 of Notes to
Consolidated Financial Statements contained in the Annual Report.

     Although management believes that it uses the best
information available to determine the allowance, unforeseen
market conditions could result in adjustments and net earnings
could be significantly affected if circumstances differ
substantially from assumptions used in making the final
determination.  Future additions to the allowance will likely be
the result of periodic loan, property and collateral reviews and
thus cannot be predicted with certainty in advance.


     The following table sets forth an analysis of the Bank's
allowance for loan losses for the periods indicated.  Where
specific loan loss reserves have been established, any difference
between the loss reserve and the amount of loss realized has been
charged or credited to current income.


                                                Year Ended June 30,
                                     1999     1998     1997     1996     1995
                                            (Dollars in thousands)


Allowance at beginning of period   $1,295   $   706    $627     $572     $477
Recoveries
One-to four-family                      2         1     ---      ---      ---
Consumer                               31        42     ---      ---      ---
Mobile homes                           58        89     ---      ---      ---
    Total recoveries                   91       132     ---      ---      ---


Charge offs:
One-to four-family                     28         6     ---      ---      ---
Commercial real estate                 10       ---     ---      ---      ---
Consumer                              286       116     162        5      ---
Mobile homes                          106       204     ---      ---      ---
    Total charge offs                 430       326     162        5      ---

    Net charge offs                   339       194     162        5      ---


Provision for loan losses             235       783     241       60       95


    Balance at end of period       $1,191    $1,295    $706     $627     $572



Ratio of allowance to total loans
outstanding at the end of the
period                               0.99%     1.07%   0.64%    0.63%    0.67%

Ratio of net charge offs to
average loans outstanding
during the period                    0.29%     0.17%   0.16%    0.01%     ---


</TABLE>
<TABLE>

     The following table sets forth the breakdown of the allowance for loan
losses by loan category for the periods indicated.

<CAPTION>

                                                                        At June 30,
                                 1999                 1998                  1997                  1996                 1995
                          Percent of Loans      Percent of Loans      Percent of Loans      Percent of Loans     Percent of Loans
                              in each               in each               in each               in each              in each
                         Category to Total     Category to Total     Category to Total     Category to Total    Category to Total

                                     Gross                 Gross                 Gross                 Gross                Gross
                         Amount      Loans     Amount      Loans     Amount      Loans     Amount      Loans    Amount      Loans
                                                                   (Dollars in thousands)
<S>                    <C>        <C>         <C>         <C>         <C>      <C>          <C>      <C>       <C>
One-to-four-family      $  253       73.78%    $  372      70.03%      $647      71.38%      $562      72.77%     $562      77.96%
Construction                17        3.00         20       2.27        ---        ---        ---        ---       ---        ---
Commercial real estate     604       16.11        612      18.92        ---        ---        ---        ---       ---        ---
Consumer                   123        7.54        126       8.87         59       9.56         65       9.89        10       5.99
Commercial business         33        1.25         17       0.95        ---        ---        ---        ---       ---        ---
Mobile homes                41        0.47        127       0.65        ---        ---        ---        ---       ---        ---

Unallocated                120         ---         21        ---        ---        ---        ---        ---       ---        ---
  Total allowance for
   loan losses          $1,191                 $1,295                  $706                  $627                 $572

</TABLE>

Investment Activities

     General.  Under Missouri law, the Bank is permitted to
invest in various types of liquid assets, including U.S. Government
and State of Missouri obligations, securities of various federal agencies,
certain certificates of deposit of insured banks and savings
institutions, banker's acceptances, repurchase agreements,
federal funds, commercial paper, investment grade corporate debt
securities and obligations of States and their political sub-
divisions. Generally, the investment policy of the Company is to
invest funds among various categories of investments and
repricing characteristics based upon the Company's need for
liquidity, to provide collateral for borrowings and public unit
deposits, to help reach financial performance targets and to help
maintain asset/liability management objectives.

     The Company's investment portfolio is managed in accordance
with the Bank's investment policy which was adopted by the Board
of Directors of the Bank and is implemented by members of the
asset/liability management committee which consists of the
President and three outside directors.

     Investment purchases and/or sales must be authorized by the
appropriate party, depending on the aggregate size of the
investment transaction, prior to any investment transaction.  The
Board of Directors reviews all investment transactions.
Investment purchases are identified as either held-to-maturity
("HTM") or available-for-sale ("AFS") at the time of purchase.
Debt securities classified as "HTM" are reported at amortized
cost only if the reporting entity has the positive intent and
ability to hold these securities to maturity.  The Company has
not classified a purchase of an investment security as held-to-
maturity in the past three years.  Securities classified as "AFS"
must be reported at fair value with unrealized gains and losses
recorded as a separate component of stockholders' equity.  At
June 30, 1999, AFS securities totaled $21.0 million (excluding
FHLB stock).  For information regarding the amortized cost and
market values of the Company's investments, see Note 2 of Notes
to Consolidated Financial Statements contained in the Annual
Report.

     Effective April 1, 1999, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities."  SFAS No. 133
establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in
other contracts and hedging activities.  The statement further
requires that all derivatives should be recognized as either
assets or liabilities and measured at the fair value.  The
accounting for changes in the fair value, or gains and losses of
a derivative depends on the use or the derivative and resulting
designation.  Presently, the Company has no derivative instruments
and no outstanding hedging activites.  Management does not intend to
purchase derivative instruments or enter into hedging activities.

     With the adoption of SFAS No. 133, the Company transferred
its remaining held-to-maturity investment securities into the
available-for-sale category.  All investments transferred were
obligations of state and political subdivisions with an amortized
cost of $3.8 million at the date of transfer.  The cumulative
effect of the change in accounting principle of $133,000, net of
income taxes of $78,000, is included as a credit in other
comprehensive income for the year ended June 30, 1999.  The
transition provisions of SFAS No. 133 provide that at the date of
initial application, any debt security categorized as HTM may be
transferred into the AFS category without calling into question the
Company's intent to hold other debt securities to maturity in the future.

     Investment Securities.  At June 30, 1999, the Company's
investment securities portfolio totaled $22.1  million, or 13.40%
of total assets as compared to $15.1 million, or 9.65% of total
assets at June 30, 1998. The increase was mostly attributed to
$24.9 million in security purchases exceeding $14.7 million in
sales and maturities.  At June 30, 1999, the investment
securities portfolio included $15.2 million in callable agency
bonds, $5.8 million in municipal bonds, $2.6 million of which is
subject to early redemption at the option of the issuer, and $1.1
million in FHLB stock. Based on contractual maturities, the
weighted average maturity of the investment securities portfolio
at June 30, 1999, excluding FHLB stock, was 67.8 months.

     Mortgage-Backed and Related Securities.  At June 30, 1999,
MBS totaled $16.9 million, or 10.25%, of total assets as compared
to $14.2 million, or 9.08% of total assets at June 30, 1998.
During 1999, the Bank had net sales of $1.7 million in MBS and
maturities of $5.7 million, and had purchases of $10.3 million.
At June 30, 1999, the MBS portfolio included $6.9 million in
adjustable-rate MBS, $9.6 million in collateralized mortgage
obligations, which passed the Federal Financial Institutions
Examination Council's sensitivity test, and $467,000 in fixed-
rate MBS.


Investment Securities Analysis

     The following table sets forth the Company's investment
securities portfolio at carrying value (including securities
classified HTM and securities classified AFS) at the dates indicated.


                                            At June 30,
                          1999                 1998                  1997
                   Carrying Percent of  Carrying Percent of  Carrying Percent of
                   Value(1)  Portfolio  Value(1)  Portfolio  Value(1)  Portfolio
                                        (Dollars in thousands)

U.S. government     $15,220    68.96%   $ 7,597     50.47%     $10,046   51.15%
State and political
 subdivision          5,759    26.10      6,401     42.53        6,528   33.23
Corporate securities    ---      ---        ---       ---        1,548    7.88
FHLB stock            1,091     4.94      1,054      7.00        1,520    7.74

Total               $22,070   100.00%   $15,052    100.00%     $19,642  100.00%
_____________________________

(1)  The market value of the Company's investment securities portfolio
  amounted to $22.1 million, $15.2 million and $19.8 million at
  June 30, 1999, 1998 and 1997, respectively.


     The following table sets forth the maturities and weighted
average yields of the debt securities (classified as AFS) in the
Company's investment securities portfolio at June 30, 1999.


                                      Securities Available for Sale
                                               June 30, 1999
                                                     Book/
                                                   Estimated  Weighted
                                        Amoritzed   Market     Average
                                          Cost      Value       Yield
                                          (Dollars in thousands)

U.S. government agencies:
    Due within 1 year                     $   ---  $   ---       ---%
    Due after 1 year but within 5 years    15,580   15,220      6.11
    Due after 5 years but within 10 years     ---      ---       ---
    Due after 10 years                        ---      ---       ---



State and political subdivisions:
    Due within 1 year                         280      281      6.16
    Due after 1 year but within 5 years     2,787    2,846      7.21
    Due after 5 years but within 10 years     940      997      7.97
    Due after 10 years                      1,584    1,635      6.17

Total Available for Sale                  $21,171  $20,979      6.34%



     The following table sets forth certain information at June 30, 1999
regarding the dollar amount of MBS in the Bank's portfolio based on their
contractual terms to maturity, but does not include scheduled payments or
potential prepayments.  MBS, which have adjustable rates, are shown at
ammortized cost as maturing at their next repricing date.


                                        At June 30, 1999
                                     (Dollars in thousands)

Amounts due:
  Within 1 year                             $  6,866
  After 1 year through 3 years                   ---
  After 3 years through 5 years                  ---
  After 5 years                               10,240
    Total                                    $17,106


     The following table sets forth the dollar amount of all MBS
at ammortized cost due one year after June 30, 1999, which have fixed
interest rates and have floating or adjustable rates.


                                        At June 30, 1999
                                     (Dollars in thousands)

Interest rate terms on amounts due after 1 year:

  Fixed                                 $     469
  Adjustable                               16,636
  Pending                                       1
    Total                                 $17,106


     The following table sets forth certain information with
respect to each security (other than U.S. Government and agency
securities), which had an aggregate book value in excess of 10%
of the Bank's retained earnings at the dates indicated.


                                             At June 30,
                             1999              1998               1997
                      Carrying  Market  Carrying  Market   Carrying   Market
                       Value     Value   Value    Value     Value      Value
                                     (Dollars in thousands)

FHLMC certificates    $  240   $  240   $ 1,426   $ 1,426   $ 4,986   $ 4,986
GNMA certificates      4,981    4,981     6,326     6,326    11,770    11,770
FNMA certificates      2,107    2,107     3,846     3,846     6,391     6,391

Collateralized
  mortgage obligations 9,572    9,572     2,556     2,556     3,089     3,089

    Total            $16,900  $16,900   $14,154   $14,154   $26,236   $26,236


Deposit Activities and Other Sources of Funds

     General.  The Company's primary sources of funds are
deposits, borrowings, payment of principal and interest on loans
and MBS, interest and principal received on investment securities
and other short-term investments, and funds provided from
operating results.  Loan repayments are a relatively stable
source of funds, while deposit inflows and outflows and loan prepayments
are significantly influenced by general market interest rates and overall
economic conditions.

     Borrowings, including FHLB advances, have been used at times
to provide additional liquidity.  Borrowings are used on an
overnight or short-term basis to compensate for periodic
fluctuations in cash flows, and are used on a longer term basis
to fund loan growth and to help manage the Company's sensitivity
to fluctuating interest rates.

     Deposits.  The Bank offers a variety of deposit accounts,
which have a wide range of interest rates and terms as set forth
in the following table. Deposit account terms vary according to
the minimum balance required, the time periods funds must remain
on deposit and the interest rate, among other factors.  Deposits
are solicited from the Bank's primary market area and are
attracted and retained through competitive pricing, cross-
selling, advertisement and providing quality customer service.

     The Bank will periodically promote a particular deposit
product as part of the Bank's overall marketing plan.  Deposit
products have been promoted through various mediums, which
include TV, radio, and newspaper advertisements.  The emphasis of
these campaigns is to increase consumer awareness and market
share of the Bank.


     The flow of deposits is influenced significantly by general
economic conditions, changes in money market and prevailing
interest rates, and competition.  The Bank has become more
susceptible to short-term fluctuations in deposit flows, as
customers have become more interest rate conscious.  Based on its
experience, the Bank believes that its deposits are relatively
stable sources of funds.  However, the ability of the Bank to
attract and maintain certificates of deposit, and the rates paid
on these deposits, has been and will continue to be significantly
affected by market conditions.


Weighted
Average                                                Minimum       Percentage
Interest                                                              of Total
Rate      Term     Category                       Amount    Balance   Deposits
                                                   (Dollars in thousands)

 ---      None     Non-interest Bearing           $       $  2,316      1.93%
2.38      None     Now Accounts                     100      9,112      7.58
2.50      None     Savings Accounts                  50      7,350      6.12
3.94      None     Money Market Deposit Accounts  1,000     13,222     11.00

                   Certificate of Deposit

4.53      91-day   Fixed-term/Fixed-rate            500      1,125      0.94
4.54      5 month  Fixed-term/Fixed-rate            500      1,323      1.10
4.79      6 month  Fixed-term/Fixed-rate            500     17,679     14.72
4.71      6 month  IRA Fixed-term/Fixed-rate        500        284      0.24
4.87      9 month  Fixed-term/Fixed-rate            500     13,489     11.23
4.87      9 month  IRA Fixed-term/Fixed-rate        500      7,665      6.38
4.89      11 month Fixed-term/Fixed-rate            500      1,829      1.52
5.04      12 month Fixed-term/Fixed-rate            500     27,492     22.88
5.06      12 month IRA Fixed-term/Fixed-rate        500      1,885      1.57
4.95      15 month Fixed-term/Fixed-rate            500      1,003      0.83
4.84      24 month Fixed-term/Fixed-rate            500      2,817      2.34
4.98      24 month IRA Fixed-term/Fixed-rate        500        149      0.12
5.57      29 month Fixed-term/Fixed-rate            500      1,707      1.42
5.31      29 month IRA Fixed-term/Fixed-rate        500        412      0.34
4.96      36 month Fixed-term/Fixed-rate            500      2,318      1.93
5.23      36 month IRA Fixed-term/Fixed-rate        500      3,901      3.25
5.15      48 month Fixed-term/Fixed-rate            500        413      0.34
5.15      48 month IRA Fixed-term/Fixed-            500         30      0.02
5.08      60 month Fixed-term/Fixed-rate            500      2,254      1.88
5.15      60 month IRA Fixed-term/Fixed-            500        296      0.25
7.75      72 month Fixed-term/Fixed-rate            500         25      0.02
8.01      96 month Fixed-term/Fixed-rate            500         58      0.05
                                                          $120,154   100.00%

     The following table indicates the amount of the Bank's jumbo
certificates of deposit by time remaining until maturity as of
June 30, 1999.  Jumbo certificates of deposit require minimum
deposits of $100,000 and rates paid on such accounts are
negotiable.


                  Maturity Period               Amount
                                       (Dollars in thousands)

             Three months or less               $ 6,799
             Over three through six months        3,439
             Over six through twelve months       3,453
             Over 12 months                       1,576
               Total                            $15,267


Time Deposits by Rates

     The following table sets forth the time deposits in the Bank
classified by rates at the dates indicated.


                                     At June 30,

                              1999      1998      1997
                              (Dollars in thousands)

           4.00 - 4.99%     $59,839   $ 8,850   $21,004
           5.00 - 5.99%      28,231    74,667    72,566
           6.00 - 6.99%         ---       120       123
           7.00 - 7.99%          26        26        28
           8.00 - 8.99%          58        59        68
           9.00 - 9.99%         ---        19        18

               Total        $88,154   $83,741  $ 93,807


     The following table sets forth the amount and maturities of
all time deposits at June 30, 1999.


                                      Amount Due
                                                                   Percent
                  Less                                             of Total
                Than One   1-2      2-3     3-4     After        Certificate
                  Year    Years    Years   Years  4 Years  Total   Accounts
                                  (Dollars in thousands)

4.00 - 4.99%    $57,646  $1,711   $ 482    $---   $ ---   $59,839   67.88%
5.00 - 5.99%     18,966   5,665   1,901     463    1,236   28,231   32.02
6.00 - 6.99%        ---     ---     ---     ---      ---      ---     ---
7.00 - 7.99%          6      11     ---     ---        9       26    0.03
8.00 - 8.99%        ---     ---     ---      54        4       58    0.07

    Total       $76,618  $7,387  $2,383    $517   $1,249  $88,154  100.00%


Deposit Flow
<TABLE>
     The following table sets forth the balances of savings deposits in the
various types of savings accounts offered by the Bank at the dates indicated.
<CAPTION>

                                                                  At June 30,
                                       1999                           1998                          1997
                                Percent of  Increase            Percent of  Increase          Percent of  Increase
                        Amount    Total    (Decrease)   Amount    Total    (Decrease)  Amount   Total    (Decrease)
                                                             (Dollars in thousands)
<S>                    <C>      <C>       <C>           <C>      <C>      <C>          <C>      <C>       <C>
Noninterest bearing    $  2,316   1.93%   $  (274)      $  2,590   2.37%  $  1,420     $  1,170   0.99%   $   399
NOW checking              9,112   7.58      1,602          7,510   6.86       (277)       7,787   6.56        521
Regular savings accounts  7,350   6.12         31          7,319   6.69       (321)       7,640   6.44        659
Money market deposits    13,222  11.00      4,972          8,250   7.54        (51)       8,301   6.99        906
Fixed-rate certificates
which mature(1):
 Within one year         76,618  63.77      2,711         73,907  67.55    (11,242)      85,149  71.73      2,584
 Within three years       9,770   8.13      6,632          3,138   2.87     (4,410        7,548   6.36     (6,834)
 After three years        1,766   1.47     (4,930)         6,696   6.12      5,586        1,110   0.93        332
    Total              $120,154 100.00%   $10,744       $109,410 100.00%  $ (9,295)    $118,705 100.00%   $(1,433)

___________________________
<FN>
<F1>
(1)  At June 30, 1999, 1998 and 1997 certificates in excess of $100,000 totaled
     $15.3 million, $12.0 million and $19.9 million, respectively.
</FN>
</TABLE>



 The following table sets forth the savings activities of the
Bank for the periods indicated.


                                                       At June 30,
                                                 1999      1998      1997
                                                 (Dollars in thousands)

Beginning Balance                             $109,410  $118,705  $120,138

Net increase (decrease) before interest credit   7,058   (12,383)   (4,977)
Interest credited                                3,686     3,088     3,544
Net increase (decrease) in savings deposits     10,744    (9,295)   (1,433)

    Ending balance                            $120,154  $109,410  $118,705


     In the unlikely event the Bank is liquidated, depositors
will be entitled to payment of their deposit accounts prior to
any payment being made to the Company as the sole stockholder of
the Bank.  Substantially all of the Bank's depositors are
residents of the State of Missouri.

     Borrowings.  As a member of the FHLB of Des Moines, the Bank
has the ability to apply for FHLB advances. These advances are
available under various credit programs, each of which has its
own maturity, interest rate and repricing characteristics.
Additionally, FHLB advances have prepayment penalties as well as
limitations on size or term.  In order to utilize FHLB advances,
the Bank must be a member of the FHLB system, have sufficient
collateral to secure the requested advance and own stock in the
FHLB equal to 5% of the amount borrowed.  See "REGULATION - The
Bank -- Federal Home Loan Bank System."

     Although deposits are the Bank's primary and preferred
source of funds, the Bank actively uses FHLB advances.  The
Bank's general policy has been to utilize borrowings to meet
short-term liquidity needs, or to provide a longer-term source of
funding loan growth when other cheaper funding sources are
unavailable or to aide in asset/liability management.  As of June
30, 1999, $19.8 million of the Bank's $20.6 million in FHLB
advances were for original terms of ten years, subject to early
redemption by the FHLB after an initial period of one to three
years.  In order for the Bank to borrow these funds, it has
pledged $78.4 million of its residential loans to the FHLB and
has purchased $1.1 million in FHLB stock.

     The following table sets forth certain information regarding
borrowings by the Bank at the end of and during the periods
indicated:

                                                Year Ended June 30,
                                                  1999       1998
                                               (Dollars in thousands)


Maximum amount of borrowings outstanding at
any month end:
  FHLB advances                                 $21,067     $24,576
Approximate average short-term borrowings
  outstanding with respect to:
  FHLB advances                                     126       2,700
  Other FHLB long term borrowings                19,864      16,917

Weighted average rate paid on                      4.92%       5.41%
FHLB advances


Subsidiary Activities

     The Bank has one subsidiary, SMS Financial Services, Inc.,
which had a full-service insurance agency selling various types
of insurance to individuals and businesses.  This insurance
agency was sold on May 31, 1999.  The sale of the insurance
agency is not expected to materially impact future operating
income.  It also leased computer equipment to the Bank.  The
activities of the subsidiary are not significant to the financial
condition or results of operations of the Bank.

Competition

     The Bank faces strong competition, both in originating loans
and in attracting deposits, from a variety of entities which
include some companies which are subject to less regulatory
oversight or regulation.  Major competitors of the Bank include
other banks and thrifts, credit unions, pension funds, mortgage
bankers and insurance companies.  The competitive nature of the
industry is unlikely to change as larger percentages of both
available deposits and loans are shifted into debt and equity
markets.  The Bank is one of nine government regulated financial
institution's located in the Bank's primary market area.

     The Bank attracts its deposits through its branch network,
primarily from the communities in which those offices are
located; therefore, competition for those deposits is principally
from other financial entities located within those same
communities.  The Bank competes for these deposits by offering a
variety of competitively priced products, providing friendly
service, offering convenient business hours, and by being an
active participant in the success of each of these communities.

                           REGULATION

The Bank

     General.  As a state-chartered, federally insured savings
bank, the Bank is subject to extensive regulation.  Lending
activities and other investments must comply with various
statutory and regulatory requirements, including prescribed
minimum capital standards.  The Bank is regularly examined by the
FDIC and the Division and files periodic reports concerning the
Bank's activities and financial condition with its regulators.
The Bank's relationship with depositors and borrowers also is
regulated to a great extent by both federal law and the laws of
Missouri, especially in such matters as the ownership of savings
accounts and the form and content of mortgage documents.

     Federal and state banking laws and regulations govern all
areas of the operation of the Bank, including reserves, loans,
mortgages, capital, issuance of securities, payment of dividends
and establishment of branches.  Federal and state bank regulatory
agencies also have the general authority to limit the dividends
paid by insured banks and bank holding companies if such payments
should be deemed to constitute an unsafe and unsound practice.
The respective primary federal regulators of the Company and the
Bank have authority to impose penalties, initiate civil and
administrative actions and take other steps intended to prevent
banks from engaging in unsafe or unsound practices.

     State Regulation and Supervision.  As a state-chartered
savings bank, the Bank is subject to applicable provisions of
Missouri law and the regulations of the Division adopted
thereunder.  Missouri law and regulations govern the Bank's
ability to take deposits and pay interest thereon, to make loans
on or invest in residential and other real estate, to make
consumer loans, to invest in securities, to offer various banking
services to its customers, and to establish branch offices.
Under state law, savings banks in Missouri also generally have
all of the powers that federal mutual savings banks have under
federal laws and regulations.  The Bank is subject to periodic
examination and reporting requirements by and of the Division.

     Federal Securities Law.  The stock of the Company is
registered with the SEC under the Securities Exchange Act of
1934, as amended (the "Exchange Act").  As such, the Company is
subject to the information, proxy solicitation, insider trading
restrictions and other requirements of the SEC under the Exchange
Act.

     The Company's 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.

     Federal Reserve System.  The Federal Reserve Board ("FRB")
requires all depository institutions to maintain non-interest
bearing reserves at specified levels against their transaction
accounts (checking, NOW and Super NOW checking accounts).  At
June 30, 1999, the Bank was in compliance with these reserve
requirements.

     Savings Banks are authorized to borrow from the Federal
Reserve Bank "discount window," but FRB regulations require
associations to exhaust other reasonable alternative sources of
funds, including FHLB borrowings, before borrowing from the FRB.

     Federal Home Loan Bank System.  The Bank 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, which are subject to the
oversight of the Federal Housing Finance Board.  All advances
from the FHLB are required to be fully secured by sufficient
collateral as determined by the FHLB.  In addition, all long-term
advances are required to provide funds for residential home
financing.  As a member, the Bank is required to purchase and
maintain stock in the FHLB of Des Moines.  At June 30, 1999, the
Bank had $1.1 million in FHLB stock, which was in compliance with
this requirement.  The Bank is paid a quarterly dividend on this
stock which averaged 6.63% in 1999.

     Under federal law, the FHLBs are required to provide funds
for the resolution of troubled savings associations and to
contribute to low- and moderately priced housing programs through
direct loans or interest subsidies on advances targeted for
community investment and low- and moderate-income housing
projects.  These contributions have adversely affected the level
of FHLB dividends paid and could continue to do so in the future.
These contributions could also have an adverse effect on the
value of FHLB stock in the future.  A reduction in value of the
Bank's FHLB stock may result in a corresponding reduction in the
Bank's capital.

     Deposit Insurance.  The FDIC is an independent federal
agency that insures the deposits, up to prescribed statutory
limits, of depository institutions.  The FDIC currently maintains
two separate insurance funds: the Bank Insurance Fund ("BIF") and
the SAIF.  As insurer of the Bank's deposits, the FDIC has
examination, supervisory and enforcement authority over the Bank.

     The Bank's accounts are insured by the SAIF to the maximum
extent permitted by law.  The Bank pays deposit insurance
premiums based on a risk-based assessment system established by
the FDIC.  Under applicable regulations, institutions are
assigned to one of three capital groups that are based solely on
the level of an institution's capital -- "well capitalized,"
"adequately capitalized," and "undercapitalized" -- which are
defined in the same manner as the regulations establishing the
prompt corrective action system, as discussed below.  These three
groups are then divided into three subgroups, which reflect
varying levels of supervisory concern, from those which are
considered to be healthy to those which are considered to be of
substantial supervisory concern.  The matrix so created results
in nine assessment risk classifications, with rates that until
September 30, 1996 ranged from 0.23% for well capitalized,
financially sound institutions with only a few minor weaknesses
to 0.31% for undercapitalized institutions that pose a
substantial risk of loss to the SAIF unless effective corrective
action is taken.

     Pursuant to the Deposit Insurance Funds Act ("DIF Act"),
which was enacted on September 30, 1996, the FDIC imposed a
special assessment on each depository institution with SAIF-
assessable deposits, which resulted in the SAIF achieving its
designated reserve ratio.  In connection therewith, the FDIC
reduced the assessment schedule for SAIF members, effective
January 1, 1997, to a range of 0% to 0.27%, with most
institutions, including the Bank, paying 0%.  This assessment
schedule is the same as that for the BIF, which reached its
designated reserve ratio in 1995.  In addition, since January 1,
1997, SAIF members are charged an assessment of .065% of SAIF-
assessable deposits for the purpose of paying interest on the
obligations issued by the Financing Corporation ("FICO") in the
1980s to help fund the thrift industry cleanup.  BIF-assessable
deposits will be charged an assessment to help pay interest on
the FICO bonds at a rate of approximately .013% until the earlier
of December 31, 1999 or the date upon which the last savings
association ceases to exist, after which time the assessment will
be the same for all insured deposits.

     In connection with the Bank's former regulatory status, the
Bank's assessment rate for deposit insurance was increased from
 .065% to .095% beginning July 1, 1997.  The increase resulted in
approximately $9,000 in additional costs per quarter for deposit
insurance until January 1, 1999 when the assessment rate was
lowered to .065%.

     The DIF Act provides for the merger of the BIF and the SAIF
into the Deposit Insurance Fund on January 1, 1999, but only if
no insured depository institution is a savings association on
that date.  The DIF Act contemplates the development of a
common charter for all federally chartered depository
institutions and the abolition of separate charters for national
banks and federal savings associations.  It is not known what
form the common charter may take and what effect, if any, the
adoption of a new charter would have on the operation of the
Bank.

     The FDIC may terminate the deposit insurance of any insured
depository institution if it determines after a hearing that the
institution has engaged or is engaging in unsafe or unsound
practices, is in an unsafe or unsound condition to continue
operations, or has violated any applicable law, regulation, order
or any condition imposed by an agreement with the FDIC.  It also
may suspend deposit insurance temporarily during the hearing
process for the permanent termination of insurance, if the
institution has no tangible capital.  If insurance of accounts is
terminated, the accounts at the institution at the time of
termination, less subsequent withdrawals, shall continue to be
insured for a period of six months to two years, as determined by
the FDIC.  Management is aware of no existing circumstances that
could result in termination of the deposit insurance of the Bank.

     Prompt Corrective Action.  Under the FDIA, each federal
banking agency is required to implement a system of prompt
corrective action for institutions that it regulates.  The
federal banking agencies have promulgated substantially similar
regulations to implement this system of prompt corrective action.
Under the regulations, an institution shall be deemed to be
(i) "well capitalized" if it has a total risk-based capital ratio
of 10.0% or more, has a Tier I risk-based capital ratio of 6.0%
or more, has a leverage ratio of 5.0% or more and is not subject
to specified requirements to meet and maintain a specific capital
level for any capital measure; (ii) "adequately capitalized" if
it has a total risk-based capital ratio of 8.0% or more, has a
Tier I risk-based capital ratio of 4.0% or more, has a leverage
ratio of 4.0% or more (3.0% under certain circumstances) and does
not meet the definition of "well capitalized;"
(iii) "undercapitalized" if it has a total risk-based capital
ratio that is less than 8.0%, has a Tier I risk-based capital
ratio that is less than 4.0% or has a leverage ratio that is less
than 4.0% (3.0% under certain circumstances); (iv) "significantly
undercapitalized" if it has a total risk-based capital ratio that
is less than 6.0%, has a Tier I risk-based capital ratio that is
less than 3.0% or has a leverage ratio that is less than 3.0%;
and (v) "critically undercapitalized" if it has a ratio of
tangible equity to total assets that is equal to or less than
2.0%.

     A federal banking agency may, after notice and an
opportunity for a hearing, reclassify a well capitalized
institution as adequately capitalized and may require an
adequately capitalized institution or an undercapitalized
institution to comply with supervisory actions as if it were in
the next lower category if the institution is in an unsafe or
unsound condition or has received in its most recent examination,
and has not corrected, a less than satisfactory rating for asset
quality, management, earnings or liquidity.  (The FDIC may not,
however, reclassify a significantly undercapitalized institution
as critically undercapitalized.)

     An institution generally must file a written capital
restoration plan that meets specified requirements, as well as a
performance guaranty by each company that controls the
institution, with the appropriate federal banking agency within
45 days of the date that the institution receives notice or is
deemed to have notice that it is undercapitalized, significantly
undercapitalized or critically undercapitalized.  Immediately
upon becoming undercapitalized, an institution shall become
subject to various mandatory and discretionary restrictions on
its operations.

     At June 30, 1999, the Bank was categorized as "well
capitalized" under the prompt corrective action regulations of
the FDIC.

     Standards for Safety and Soundness.  The federal banking
regulatory agencies have prescribed, by regulation, standards for
all insured depository institutions relating to: (i) internal
controls, information systems and internal audit systems;
(ii) loan documentation; (iii) credit underwriting; (iv) interest
rate risk exposure; (v) asset growth; (vi) asset quality; (vii)
earnings; and (viii) compensation, fees and benefits
("Guidelines").  The Guidelines set forth the safety and
soundness standards that the federal banking agencies use to
identify and address problems at insured depository institutions
before capital becomes impaired.  If the FDIC determines that the
Bank fails to meet any standard prescribed by the Guidelines, the
agency may require the Bank to submit to the agency an acceptable
plan to achieve compliance with the standard.  FDIC regulations
establish deadlines for the submission and review of such safety
and soundness compliance plans.

     Capital Requirements.  The FDIC's minimum capital standards
applicable to FDIC-regulated banks and savings banks require the
most highly-rated institutions to meet a "Tier 1" leverage
capital ratio of at least 3% of total assets.  Tier 1 (or "core
capital") consists of common stockholders' equity, noncumulative
perpetual preferred stock and minority interests in consolidated
subsidiaries minus all intangible assets other than limited
amounts of purchased mortgage servicing rights and certain other
accounting adjustments.  All other banks must have a Tier 1
leverage ratio of at least 100-200 basis points above the 3%
minimum.  The FDIC capital regulations establish a minimum
leverage ratio of not less than 4% for banks that are not the
most highly rated or are anticipating or experiencing significant
growth.

      The FDIC's capital regulations require higher capital
levels for banks which exhibit more than a moderate degree of
risk or exhibit other characteristics which necessitate that
higher than minimum levels of capital be maintained.  Any insured
bank with a Tier 1 capital to total assets ratio of less than 2%
is deemed to be operating in an unsafe and unsound condition
pursuant to Section 8(a) of the FDIA unless the insured bank
enters into a written agreement, to which the FDIC is a party, to
correct its capital deficiency. Insured banks operating with Tier
1 capital levels below 2% (and which have not entered into a
written agreement) are subject to an insurance removal action.
Insured banks operating with lower than the prescribed minimum
capital levels generally will not receive approval of
applications submitted to the FDIC. Also, inadequately
capitalized state nonmember banks will be subject to such
administrative action as the FDIC deems necessary.

     FDIC regulations also require that banks meet a risk-based
capital standard.  The risk-based capital standard requires the
maintenance of total capital (which is defined as Tier 1 capital
and Tier 2 or supplementary capital) to risk weighted assets of
8% and Tier 1 capital to risk-weighted assets of 4%.  In
determining the amount of risk-weighted assets, all assets, plus
certain off balance sheet items, are multiplied by a risk-weight
of 0% to 100%, based on the risks the FDIC believes are inherent
in the type of asset or item.  The components of Tier 1 capital
are equivalent to those discussed above under the 3% leverage
requirement.  The components of supplementary capital currently
include cumulative perpetual preferred stock, adjustable-rate
perpetual preferred stock, mandatory convertible securities, term
subordinated debt, intermediate-term preferred stock and
allowance for possible loan and lease losses.  Allowance for
possible loan and lease losses includable in supplementary
capital is limited to a maximum of 1.25% of risk-weighted assets.
Overall, the amount of capital counted toward supplementary
capital cannot exceed 100% of Tier 1 capital.  The FDIC includes
in its evaluation of a bank's capital adequacy an assessment of
the exposure to declines in the economic value of the bank's
capital due to changes in interest rates.  However, no
measurement framework for assessing the level of a bank's
interest rate risk exposure has been codified.  In the future,
the FDIC will issue a proposed rule that would establish an
explicit minimum capital charge for interest rate risk, based on
the level of a bank's measured interest rate risk exposure.

     An undercapitalized, significantly undercapitalized, or
critically undercapitalized institution is required to submit an
acceptable capital restoration plan to its appropriate federal
banking agency.  The plan must specify (i) the steps the
institution will take to become adequately capitalized, (ii) the
capital levels to be attained each year, (iii) how the
institution will comply with any regulatory sanctions then in
effect against the institution and (iv) the types and levels of
activities in which the institution will engage.  The banking
agency may not accept a capital restoration plan unless the
agency determines, among other things, that the plan "is based on
realistic assumptions, and is likely to succeed in restoring the
institution's capital" and "would not appreciably increase the
risk...to which the institution is exposed."

     The FDIA provides that the appropriate federal regulatory
agency must require an insured depository institution that is
significantly undercapitalized or is undercapitalized and either
fails to submit an acceptable capital restoration plan within the
time period allowed or fails in any material respect to implement
a capital restoration plan accepted by the appropriate federal
banking agency to take one or more of the following actions:  (i)
sell enough shares, including voting shares, to become adequately
capitalized; (ii) merge with (or be sold to) another institution
(or holding company), but only if grounds exist for appointing a
conservator or receiver; (iii) restrict certain transactions with
banking affiliates as if the "sister bank" requirements of
Section 23A of the Federal Reserve Act ("FRA") did not exist;
(iv) otherwise restrict transactions with bank or non-bank
affiliates; (v) restrict interest rates that the institution pays
on deposits to "prevailing rates" in the institution's region;
(vi) restrict asset growth or reduce total assets; (vii) alter,
reduce or terminate activities; (viii) hold a new election of
directors; (ix) dismiss any director or senior executive officer
who held office for more than 180 days immediately before the
institution became undercapitalized; (x) employ "qualified"
senior executive officers; (xi) cease accepting deposits from
correspondent depository institutions; (xii) divest certain non-
depository affiliates which pose a danger to the institution;
(xiii) be divested by a parent holding company; and (xiv) take
any other action which the agency determines would better carry
out the purposes of the Prompt Corrective Action provisions.  See
"-- Prompt Corrective Action."

     The FDIC has adopted the Federal Financial Institutions
Examination Council's recommendation regarding the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities."  Specifically, the agencies determined that net
unrealized holding gains or losses on available for sale debt and
equity securities should not be included when calculating core
and risk-based capital ratios.

     FDIC capital requirements are designated as the minimum
acceptable standards for banks whose overall financial condition
is fundamentally sound, which are well-managed and have no
material or significant financial weaknesses.  The FDIC capital
regulations state that, where the FDIC determines that the
financial history or condition, including off-balance sheet risk,
managerial resources and/or the future earnings prospects of a
bank are not adequate and/or a bank has a significant volume of
assets classified substandard, doubtful or loss or otherwise
criticized, the FDIC may determine that the minimum adequate
amount of capital for that bank is greater than the minimum
standards established in the regulation.

     The Bank's management believes that, under the current
regulations, the Bank will continue to meet its minimum capital
requirements in the foreseeable future.  However, events beyond
the control of the Bank, such as a downturn in the economy in
areas where the Bank has most of its loans, could adversely
affect future earnings and, consequently, the ability of the Bank
to meet its capital requirements.

     The table below sets forth the Bank's capital position
relative to its FDIC capital requirements at June 30, 1999.  The
definitions of the terms used in the table are those provided in
the capital regulations issued by the FDIC.


                                               At June 30, 1999
                                                         Percent of
                                                          Adjusted
                                              Amount    Total Assets(1)
                                             (Dollars in thousands)

   Tier 1 (leverage) capital                 $20,792    12.7%
   Tier 1 (leverage) capital requirement       6,565     4.0
   Excess                                    $14,227     8.7%


   Tier 1 risk adjusted capital              $20,792    23.3%
   Tier 1 risk adjusted capital requirement    3,541     4.0
   Excess                                    $17,251    19.3%

   Total risk-based capital                  $21,908    24.5%

   Total risk-based capital requirement        7,142     8.0
   Excess                                    $14,766    16.5%
___________________________

(1)  For the Tier 1 (leverage) capital and Missouri regulatory
     capital calculations, percent of total average assets of
     $164.1 million.  For the Tier 1 risk-based capital and total
     risk-based capital calculations, percent of total risk-
     weighted assets of $89.3 million.

(2)  As a Missouri-chartered savings bank, the Bank is subject to
     the capital requirements of the FDIC and the Division.  The
     FDIC requires state-chartered savings banks, including the
     Bank, to have a minimum leverage ratio of Tier 1 capital to
     total assets of at least 3%, provided, however, that all
     institutions, other than those (i) receiving the highest
     rating during the examination process and (ii) not
     anticipating any significant growth, are required to
     maintain a ratio of 1% to 2% above the stated minimum, with
     an absolute total capital to risk-weighted assets of at
     least 8%.  The Bank has not been notified by the FDIC of any
     leverage capital requirement specifically applicable to it.

     Loans to One Borrower.  As a result of the 10(1) Election
made by the Bank in connection with the Charter Conversion (see
"Item 1. Description of Business - General," the Bank remains
subject to the loans to one borrower regulations applicable to
federal savings associations).

     Activities and Investments of Insured State-Chartered Banks.
The FDIA generally limits the activities and equity investments
of FDIC-insured, state-chartered banks to those that are
permissible for national banks.  Under regulations dealing with
equity investments, an insured state bank generally may not
directly or indirectly acquire or retain any equity investment of
a type, or in an amount, that is not permissible for a national
bank.  An insured state bank is not prohibited from, among other
things, (i) acquiring or retaining a majority interest in a
subsidiary, (ii) investing as a limited partner in a partnership
the sole purpose of which is direct or indirect investment in the
acquisition, rehabilitation or new construction of a qualified
housing project, provided that such limited partnership
investments may not exceed 2% of the bank's total assets, (iii)
acquiring up to 10% of the voting stock of a company that solely
provides or reinsures directors', trustees' and officers'
liability insurance coverage or bankers' blanket bond group
insurance coverage for insured depository institutions, and (iv)
acquiring or retaining the voting shares of a depository
institution if certain requirements are met.

     Subject to certain regulatory exceptions, FDIC regulations
provide that an insured state-chartered bank may not, directly,
or indirectly through a subsidiary, engage as "principal" in any
activity that is not permissible for a national bank unless the
FDIC has determined that such activities would pose no risk to
the insurance fund of which it is a member and the bank is in
compliance with applicable regulatory capital requirements.  Any
insured state-chartered bank directly or indirectly engaged in
any activity that is not permitted for a national bank or for
which the FDIC has granted and exception must cease the
impermissible activity.

     Affiliate Transactions.  The Company and the Bank are legal
entities separate and distinct.  Various legal limitations
restrict the Bank from lending or otherwise supplying funds to
the Company (an "affiliate"), generally limiting such
transactions with the affiliate to 10% of the bank's capital and
surplus and limiting all such transactions to 20% of the bank's
capital and surplus.  Such transactions, including extensions of
credit, sales of securities or assets and provision of services,
also must be on terms and conditions consistent with safe and
sound banking practices, including credit standards, that are
substantially the same or at least as favorable to the bank as
those prevailing at the time for transactions with unaffiliated
companies.

     Federally insured banks are subject, with certain
exceptions, to certain restrictions on extensions of credit to
their parent holding companies or other affiliates, on
investments in the stock or other securities of affiliates and on
the taking of such stock or securities as collateral from any
borrower.  In addition, such banks are prohibited from engaging
in certain tie-in arrangements in connection with any extension
of credit or the providing of any property or service.

     Qualified Thrift Lender Test.  As a result of the 10(l)
Election made by the Bank in connection with its conversion to a
state savings bank (see Item 1. Description of Business --
General"), the Bank remains subject to the qualified thrift
lender ("QTL") test applicable to federal savings associations.

     All savings associations are required to meet a QTL test to
avoid certain restrictions on their operations.  A savings
institution that fails to become or remain a QTL shall either
convert to a national bank charter or be subject to the following
restrictions on its operations:  (i) the Bank may not make any
new investment or engage in activities that would not be
permissible for national banks; (ii) the Bank may not establish
any new branch office where a national bank located in the
savings institution's home state would not be able to establish a
branch office; (iii) the Bank shall be ineligible to obtain new
advances from any FHLB; and (iv) the payment of dividends by the
Bank shall be subject to the rules regarding the statutory and
regulatory dividend restrictions applicable to national banks.
Also, beginning three years after the date on which the savings
institution ceases to be a QTL, the savings institution would be
prohibited from retaining any investment or engaging in any
activity not permissible for a national bank and would be
required to repay any outstanding advances to any FHLB.  In
addition, within one year of the date on which a savings
association controlled by a company ceases to be a QTL, the
company must register as a bank holding company and become
subject to the rules applicable to such companies.  A savings
institution may requalify as a QTL if it thereafter complies with
the QTL test.

     Currently, the QTL test requires that either an institution
qualify as a domestic building and loan association under the
Internal Revenue Code or that 65% of an institution's "portfolio
assets" (as defined) consist of certain housing and consumer-
related assets on a monthly average basis in nine out of every 12
months.  Assets that qualify without limit for inclusion as part
of the 65% requirement are loans made to purchase, refinance,
construct, improve or repair domestic residential housing and
manufactured housing; home equity loans; mortgage-backed
securities (where the mortgages are secured by domestic
residential housing or manufactured housing); FHLB stock; direct
or indirect obligations of the FDIC; and loans for educational
purposes, loans to small businesses and loans made through credit
cards.  In addition, the following assets, among others, may be
included in meeting the test subject to an overall limit of 20%
of the savings institution's portfolio assets:  50% of
residential mortgage loans originated and sold within 90 days of
origination; 100% of consumer loans; and stock issued by FHLMC or
FNMA.  Portfolio assets consist of total assets minus the sum of
(i) goodwill and other intangible assets, (ii) property used by
the savings institution to conduct its business, and (iii) liquid
assets up to 20% of the institution's total assets.  At June 30,
1999, the Bank was in compliance with the QTL test.

     Community Reinvestment Act.  Banks are also subject to the
provisions of the Community Reinvestment Act of 1977 ("CRA"),
which requires the appropriate federal bank regulatory agency, in
connection with its regular examination of a bank, to assess the
bank's record in meeting the credit needs of the community
serviced by the bank, including low and moderate income
neighborhoods.  The regulatory agency's assessment of the bank's
record is made available to the public.  Further, such assessment
is required of any bank which has applied, among other things, to
establish a new branch office that will accept deposits, relocate
an existing office or merge or consolidate with, or acquire the
assets or assume the liabilities of, a federally regulated
financial institution.  The Bank received a "satisfactory" rating
during its most recent CRA examination.

     Dividends.  Dividends from the Bank constitute the major
source of funds for dividends, which may be paid by the Company.
The amount of dividends payable by the Bank to the Company
depends upon the Bank's earnings and capital position, and is
limited by federal and state laws, regulations and policies.

     The amount of dividends actually paid during any one period
will be strongly affected by the Bank's management policy of
maintaining a strong capital position.  Federal law further
provides that no insured depository institution may make any
capital distribution (which would include a cash dividend) if,
after making the distribution, the institution would be
"undercapitalized," as defined in the prompt corrective action
regulations.  Moreover, the federal bank regulatory agencies also
have the general authority to limit the dividends paid by insured
banks if such payments should be deemed to constitute an unsafe
and unsound practice.

The Company

     General.  As a result of the 10(l) Election made by the
Bank, in connection with the charter conversion, the Company is a
savings and loan holding company regulated by the OTS (for as
long as the Bank satisfies the QTL test) rather than a bank
holding company regulated by the FRB.  Accordingly, the Company
is subject to OTS regulations and filing requirements.

     Holding Company Acquisitions.  The HOLA and OTS regulations
issued thereunder generally prohibit a savings and loan holding
company, without prior OTS approval, from acquiring more than 5%
of the voting stock of any other savings association or savings
and loan holding company or controlling the assets thereof.  They
also prohibit, among other things, any director or officer of a
savings and loan holding company, or any individual who owns or
controls more than 25% of the voting shares of such holding
company, from acquiring control of any savings association not a
subsidiary of such savings and loan holding company, unless the
acquisition is approved by the OTS.

     Holding Company Activities.  As a unitary savings and loan
holding company, the Company generally is not subject to activity
restrictions under the HOLA.  If the Company acquires control of
another savings association as a separate subsidiary other than
in a supervisory acquisition, it would become a multiple savings
and loan holding company.  There generally are more restrictions
on the activities of a multiple savings and loan holding company
than on those of a unitary savings and loan holding company.  The
HOLA provides that, among other things, no multiple savings and
loan holding company or subsidiary thereof which is not an
insured association shall commence or continue for more than two
years after becoming a multiple savings and loan association
holding company or subsidiary thereof, any business activity
other than:  (i) furnishing or performing management services for
a subsidiary insured institution, (ii) conducting an insurance
agency or escrow business, (iii) holding, managing, or
liquidating assets owned by or acquired from a subsidiary insured
institution, (iv) holding or managing properties used or occupied
by a subsidiary insured institution, (v) acting as trustee under
deeds of trust, (vi) those activities previously directly
authorized by regulation as of March 5, 1987 to be engaged in by
multiple holding companies or (vii) those activities authorized
by the Federal Reserve Board as permissible for bank holding
companies, unless the OTS by regulation, prohibits or limits such
activities for savings and loan holding companies.  Those
activities described in (vii) above also must be approved by the
OTS prior to being engaged in by a multiple savings and loan
holding company.

     Qualified Thrift Lender Test.  The HOLA provides that any
savings and loan holding company that controls a savings
association that fails the QTL test, as explained under "-- The
Bank -- Qualified Thrift Lender Test," must, within one year
after the date on which the Bank ceases to be a QTL, register as
and be deemed a bank holding company subject to all applicable
laws and regulations.

                            TAXATION

Federal Taxation

     General.  The Company and the Bank report their income on a
fiscal year basis using the accrual method of accounting and
are subject to federal income taxation in the same manner as
other corporations with some exceptions, including particularly
the Bank's reserve for bad debts discussed below.  The following
discussion of tax matters is intended only as a summary and does
not purport to be a comprehensive description of the tax rules
applicable to the Bank or the Company.

     Bad Debt Reserve.  Historically, savings institutions, such
as the Bank used to be, which met certain definitional tests
primarily related to their assets and the nature of their
business ("qualifying thrift"), were permitted to establish a
reserve for bad debts and to make annual additions thereto, which
may have been deducted in arriving at their taxable income.  The
Bank's deductions with respect to "qualifying real property
loans," which are generally loans secured by certain interest in
real property, were computed using an amount based on the Bank's
actual loss experience, or a percentage equal to 8% of the Bank's
taxable income, computed with certain modifications and reduced
by the amount of any permitted additions to the non-qualifying
reserve.  Due to the Bank's loss experience, the Bank generally
recognized a bad debt deduction equal to 8% of taxable income.

     The thrift bad debt rules were revised by Congress in 1996.
The new rules eliminated the 8% of taxable income method for
deducting additions to the tax bad debt reserves for all thrifts
for tax years beginning after December 31, 1995.  These rules
also required that all institutions recapture all or a portion of
their bad debt reserves added since the base year (last taxable
year beginning before January 1, 1988).  The Bank has no post-
1987 reserves subject to recapture.  For taxable years beginning
after December 31, 1995, the Bank's bad debt deduction is
determined under the experience method using a formula based on
actual bad debt experience over a period of years.  The
unrecaptured base year reserves will not be subject to recapture
as long as the institution continues to carry on the business of
banking.  In addition, the balance of the pre-1988 bad debt
reserves continue to be subject to provisions of present law
referred to below that require recapture in the case of certain
excess distributions to shareholders.

     Distributions.  To the extent that the Bank makes
"nondividend distributions" to the Company, such distributions
will be considered to result in distributions from the balance of
its bad debt reserve as of December 31, 1987 (or a lesser amount
if the Bank's loan portfolio decreased since December 31, 1987)
and then from the supplemental reserve for losses on loans
("Excess Distributions"), and an amount based on the Excess
Distributions will be included in the Bank's taxable income.
Nondividend distributions include distributions in excess of the
Bank's current and accumulated earnings and profits,
distributions in redemption of stock and distributions in partial
or complete liquidation.  However, dividends paid out of the
Bank's current or accumulated earnings and profits, as calculated
for federal income tax purposes, will not be considered to result
in a distribution from the Bank's bad debt reserve.  The amount
of additional taxable income created from an Excess Distribution
is an amount that, when reduced by the tax attributable to the
income, is equal to the amount of the distribution.  Thus, if the
Bank makes a "nondividend distribution," then approximately one
and one-half times the Excess Distribution would be includable in
gross income for federal income tax purposes, assuming a 34%
corporate income tax rate (exclusive of state and local taxes).
See "REGULATION" for limits on the payment of dividends by the
Bank.  The Bank does not intend to pay dividends that would
result in a recapture of any portion of its tax bad debt reserve.

     Corporate Alternative Minimum Tax.  The Internal Revenue
Code imposes a tax on alternative minimum taxable income ("AMTI")
at a rate of 20%.  The excess of the tax bad debt reserve
deduction using the percentage of taxable income method over the
deduction that would have been allowable under the experience
method is treated as a preference item for purposes of computing
the AMTI.  In addition, only 90% of AMTI can be offset by net
operating loss carry-overs.  AMTI is increased by an amount equal
to 75% of the amount by which the Bank's adjusted current
earnings exceeds its AMTI (determined without regard to this
preference and prior to reduction for net operating losses).  For
taxable years beginning after December 31, 1986, and before
January 1, 1996, an environmental tax of 0.12% of the excess of
AMTI (with certain modification) over $2.0 million is imposed on
corporations, including the Bank, whether or not an Alternative
Minimum Tax is paid.

     Dividends-Received Deduction.  The Company may exclude from
its income 100% of dividends received from the Bank as a member
of the same affiliated group of corporations.  The corporate
dividends-received deduction is generally 70% in the case of
dividends received from unaffiliated corporations with which the
Company and the Bank will not file a consolidated tax return,
except that if the Company or the Bank owns more than 20% of the
stock of a corporation distributing a dividend, then 80% of any
dividends received may be deducted.

Missouri Taxation

     Missouri-based savings banks, such as the Bank, are subject
to a special financial institutions tax, based on net income
without regard to net operating loss carryforwards, at the rate
of 7% of net income.  This tax is in lieu of certain other state
taxes on thrift institutions, on their property, capital or
income, except taxes on tangible personal property owned by the
Bank and held for lease or rental to others and on real estate,
contributions paid pursuant to the Unemployment Compensation Law
of Missouri, social security taxes, sales taxes and use taxes.
In addition, the Company is entitled to credit against this
tax all taxes paid to the State of Missouri or any political
subdivision except taxes on tangible personal property owned by
the Bank and held for lease or rental to others and on real
estate, contributions paid pursuant to the Unemployment
Compensation Law of Missouri, social security taxes, sales and
use taxes, and taxes imposed by the Missouri Financial
Institutions Tax Law.  Missouri savings banks are not subject to
the regular state corporate income tax.

Audits

     There have not been any IRS audits of the Company's Federal
income tax returns or audits of the Bank's state income tax
returns during the past five years.

     For additional information regarding taxation, see Note 10
of Notes to Consolidated Financial Statements contained in the
Annual Report.

Personnel

     As of June 30, 1999, the Company had 58 full-time employees
and 10 part-time employees.  The Company believes that employees
play a vital role in the success of a service company and that
the Company's relationship with its employees is good.  The
employees are not represented by a collective bargaining unit.

Item 2.   Description of Properties

     The following table sets forth certain information regarding
the Bank's offices as of June 30, 1999.


                                Building Net       Land      Building
                       Year    Book Value as of   Owned/     Owned/
                      Opened    June 30, 1999     Leased     Leased
                                (Dollars in thousands)

Main Office

531 Vine Street        1966          $443         Owned      Owned
Poplar Bluff, Missouri


Branch Offices


Highway 60             1982           149         Owned      Owned
Van Buren, Missouri



1330 Highway 67        1976          ---          Leased(1)  Owned
Poplar Bluff, Missouri



Business 60 West       1979          256          Owned      Owned
Dexter, Missouri



100 South Madison      1974          ---          Leased(2)  Leased
Malden, Missouri



308 First Street       1982          173          Owned      Owned
Kennett, Missouri



116 Washington         1976         ---           Leased(3)  Leased
Doniphan, Missouri



Highway 106 & 2nd      1987         ---           Leased(4)  Leased
Street
Ellington, Missouri
______________________
(1)  Lease expired on September 3, 1999 and was renewed for its
final 5 year period.
(2)  Month-to-month lease.
(3)  Month-to-month lease.
(4)  Month-to-month lease.

Item 3.   Legal Proceedings

     In the opinion of management, the Bank is not a party to any
pending claims or lawsuits that are expected to have a material
effect on the Bank's financial condition or operations.
Periodically, there have been various claims and lawsuits
involving the Bank mainly as a defendant, such as claims to
enforce liens, condemnation proceedings on properties in which
the Bank holds security interests, claims involving the making
and servicing of real property loans and other issues incident to
the Bank's business.  Aside from such pending claims and
lawsuits, which are incident to the conduct of the Bank's
ordinary business, the Bank is not a party to any material
pending legal proceedings that would have a material effect on
the financial condition or operations of the Bank.

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

     No matters were submitted to a vote of security holders
during the quarter ended June 30, 1999.

                            PART II

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

     The information contained in the section captioned "Common
Stock" in the Annual Report is incorporated herein by reference.

Item 6.   Management's Discussion and Analysis or Plan of
Operation

     The information contained in the section captioned
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Annual Report is incorporated
herein by reference.

Item 7.   Financial Statements

     Independent Auditors' Report*

     (a)  Consolidated Statements of Financial Condition as of
          June 30, 1999 and 1998*
     (b)  Consolidated Statements of Income for the Years Ended
          June 30, 1999, 1998 and 1997*
     (c)  Consolidated Statements of Stockholders' Equity For the
          Years Ended June 30, 1999, 1998 and 1997*
     (d)  Consolidated Statements of Cash Flows For the Years
          Ended June 30, 1999, 1998 and 1997*
     (e)  Notes to Consolidated Financial Statements*

*    Contained in the Annual Report filed as an exhibit hereto
     and incorporated herein  by reference.  All schedules have
     been omitted as the required information is either
     inapplicable or contained in the Consolidated Financial
     Statements or related Notes contained in the Annual Report.

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

     No disagreement with the Company's independent accountants
on accounting and financial disclosure has occurred during the
two most recent fiscal years.

                            PART III

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

     The information contained under the section captioned
"Proposal I -- Election of Directors" in the Proxy Statement is
incorporated herein by reference.

     The following table sets forth certain information with
respect to the executive officers of the Company and the Bank.


                                             Position
                    Age at
Name             June 30,1999        Company                Bank


Thadis R. Seifert     80      Chairman of Board        Director
                                 and President

Leonard W. Ehlers     80      Director                 Chairman of the Board

Samuel H. Smith       61      Secretary/Treasurer      Director

Greg A. Steffens      32      Chief Financial Officer  President,Cheif
                                                       Executive Officer and
                                                       Chief Fianncial Officer

     In addition to the above, the Bank's executive officer group
includes:


                   Age at
Name           June 30, 1999   Position


James W. Tatum     73         Vice Chairman

Wilma F. Case      61         Senior Vice President

Kent Nichols       45         Senior Vice President and Chairman Loan Department


     The principal occupation of each executive officer of the
Company is set forth below.  All of the officers listed above
have held positions with or been employed by the Company for five
years unless otherwise stated.  All executive officers reside in
Poplar Bluff, Missouri.  There are no family relationships among
or between the executive officers, unless otherwise stated.

     Thadis R. Seifert served as Executive Vice President of the
Bank from 1970 until his retirement in 1985.  He has been a director
of the Bank since 1971.  In 1997, Mr. Seifert was elected as Chairman
of the Company and in 1999 he was appointed as President.  Mr. Seifert also
serves as an advisory Board Member for the Poplar Bluff Municipal
Utilities.  He is active in a variety of organizations, including
the Kiwanis Club.

     Leonard W. Ehlers served as the Official Court Reporter of
the 36th Judicial Circuit and was the owner of Ehlers Reporting
Service for over 39 years until his retirement in 1984.  Mr.
Ehlers is a Board Member of the Willhaven Residential Complex,
Inc. and the United Gospel Rescue Mission.

     Samuel H. Smith is President, Chief Executive Office and a
majority stockholder of S H Smith and Company, Inc., an
engineering consulting firm in Poplar Bluff, Missouri.  He is a
member of the Poplar Bluff Chamber of Commerce, the American Society of
Civil Engineers, Missouri Society of Professional Engineers, and a
member of the Board of Directors of the Poplar Bluff Museum.

     Greg A. Steffens joined the Bank in 1998 and serves as the
Chief Financial Officer of the Company and as President,  Chief
Executive Officer and Chief Financial Officer of the Bank.  From
1993 to 1998, Mr. Steffens served as Chief Financial Officer of
1st Savings Bank and Sho-Me Financial Corp. in Mount Vernon,
Missouri.  From 1989 to 1993, Mr. Steffens was employed by the
OTS as a thrift examiner.  Mr. Steffens is a member of the Rotary
Club.

     James W. Tatum is the Vice President of the Company.  Mr.
Tatum was a member and a Partner of Kraft, Miles & Tatum, CPA's,
an accounting firm, for over 40 years until his retirement in
1989.  He is a past member of the Kiwanis Club and the Poplar
Bluff Chamber of Commerce, the American Institute of CPA's and
the Missouri Society of CPA's.

     Wilma F. Case has been affiliated with the Bank for 31 years
and has served as Senior Vice President since 1992.  Ms. Case is
active in a variety of organizations and currently serves as
President of the American Cancer Society, as Director of the
Kiwanis Club and is a member of the Business and Professional
Women's Association and the Poplar Bluff Chamber of Commerce.

     Kent Nichols has been affiliated with the Bank for 15 years,
has served as Senior Vice President since 1994 and was appointed
Chairman of the Loan Department in 1995.  Mr. Nichols is active
in the Kiwanis Club.

Item 10.  Executive Compensation

     The information contained under the section captioned
"Proposal I -- Election of Directors" 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 Security Ownership of Certain Beneficial
          Owners and Management" of the Proxy Statement.

     (b)  Security Ownership of Management

          Information required by this item is incorporated
          herein by reference to the sections captioned "Voting
          Securities and Security Ownership of Certain Beneficial
          Owners and Management" and "Proposal I - Election of
          Directors" of the Proxy Statement.

     (c)  Changes in Control

          The Company is not aware of any 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 Company.

Item 12.  Certain Relationships and Related Transactions

     The information required by this item is incorporated herein
by reference to the section captioned "Proposal I  -- Election of
Directors -- Certain Transactions."

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

     (a)  Exhibits

          See Index to Exhibits.

     (b)  Report on Form 8-K

          No reports on Form 8-K were filed during the quarter
          ended June 30, 1999.

                           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.

                                   SOUTHERN MISSOURI BANCORP, INC.


Date: September 28, 1999                  By:  /s/ Thadis R. Seifert
                                                Thadis R. Seifert
                                                President
                                                (Duly Authorized Representative)

     Pursuant to the requirements 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/ Thadis R. Seifert                   September 28, 1999
     Thadis R. Seifert
     President
     (Principal Executive Officer)



By:  /s/ Donald R. Crandell                  September 28, 1999
     Donald R. Crandell
     Director



By:  /s/ Greg A. Steffens                    September 28, 1999
     Greg A. Steffens
     Chief Financial Officer
     (Principal Financial and Accounting Officer)



By:  /s/ Leonard W. Ehlers                   September 28, 1999
     Leonard W. Ehlers
     Director



By:  /s/ Samuel H. Smith                     September 28, 1999
     Samuel H. Smith
     Director



By:  /s/ James W. Tatum                      September 28, 1999
     James W. Tatum
     Vice President and Director



By:  /s/ Ronnie D. Black                     September 28, 1999
     Ronnie D. Black
     Director



By:  /s/ L. Douglas Bagby                    September 28, 1999
     L. Douglas Bagby
     Director
                           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.

                                   SOUTHERN MISSOURI BANCORP,INC.


Date: September 28, 1999                  By:  /s/ Thadis R.Seifert
                                                Thadis R. Seifert
                                                President
                                                (Duly Authorized Representative)

     Pursuant to the requirements 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/ Thadis R. Seifert                   September 28, 1999
     Thadis R. Seifert
     President
     (Principal Executive Officer)




By:  /s/ Donald R. Crandell                  September 28, 1999
     Donald R. Crandell
     Director




By:  /s/ Greg A. Steffens                    September 28, 1999
     Greg A. Steffens
     Chief Financial Officer
     (Principal Financial and Accounting Officer)




By:  /s/ Leonard W. Ehlers                   September 28, 1999
     Leonard W. Ehlers
     Director




By:  /s/ Samuel H. Smith                     September 28, 1999
     Samuel H. Smith
     Director




By:  /s/ James W. Tatum                      September 28, 1999
     James W. Tatum
     Vice President and Director




By:  /s/ Ronnie D. Black                     September 28, 1999
     Ronnie D. Black
     Director




By:  /s/ L. Douglas Bagby                    September 28, 1999
     L. Douglas Bagby
     Director

                       Index to Exhibits



                                                            Reference to
                                                             Prior Filing
Regulation S-B                                             or Exhibit Number
Exhibit Number Document                                     Attached Hereto




3(i)           Certificate of Incorporation of the Registrant        3(i)
3(ii)          Bylaws of the Registrant                              3(ii)
10             Material contracts:
               (a)  Registrant's 1994 Stock Option Plan              *
               (b)  Southern Missouri Savings Bank, FSB              *
                    Management Recognition and Development Plans
               (c)  Employment Agreement with Greg A. Steffens       10(c)
               (d)  Director's Retirement Agreements                 **
                         (i)   Robert A. Seifert
                         (ii)  Thadis R. Seifert
                         (iv)  Leonard W. Ehlers
                         (v)   James W. Tatum
                         (vi)  Samuel H. Smith
               (e)  Tax Sharing Agreement                            **

11             Statement Regarding Computation of Per Share Earnings 11
13             1999 Annual Report to Stockholders                    13
21             Subsidiaries of the Registrant                        21
23             Consent of Auditors                                   23
27             Financial Data Schedule                               27
_______________________


*    Incorporated by reference to the Registrant's 1994 annual
      meeting proxy statement dated October 21, 1994.
**   Incorporated by reference to the Registrant's Annual Report
      on Form 10-KSB for the year ended June 30, 1995.

                   Exhibit 10(c)

           Employment Agreement with Greg A. Steffens
                           Exhibit 11

     Statement Regarding Computation of Per Share Earnings


         SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY
     STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS



                                       Year Ended June 30,
                                     1999       1998      1997
                                      (Dollars in thousands)

Basic
  Average shares outstanding     1,334,299  1,532,910  1,549,032
  Net income                    $1,644,764 $1,064,463 $1,054,687
  Basic earnings per share      $     1.23 $     0.69 $     0.68

Diluted
  Average shares outstanding     1,334,299  1,532,910  1,549,032


Net effect of dilutive stock
options - based on the treasury
stock method using the period
end market price, if greater
than average market price           31,793     51,563     38,072

    Total                        1,366,092  1,584,473  1,587,104
  Net income                    $1,644,764 $1,064,463 $1,054,687
  Diluted earnings per share    $     1.20 $     0.67 $     0.67


                           Exhibit 13

               1999 Annual Report to Stockholders

                           Exhibit 21

                 Subsidiaries of the Registrant





Parent



Southern Missouri Bancorp, Inc.



                                                  Jurisdiction or
Subsidiaries (a)                 Percentage of    State of
                                 Ownership        Incorporation




Southern Missouri Bank and       100%             Missouri
Trust Co.

SMS Financial Services, Inc.     100%             Missouri
(b)

___________________________

(a)  The operation of the Company's wholly owned subsidiaries are
     included in the Company's Financial Statements contained in
     Item 7 hereof.

(b)  Wholly-owned subsidiary of Southern Missouri Bank and Trust
     Co.
                           Exhibit 23

                      Consent of Auditors

We have issued our report dated July 30, 1999, accompanying the Consolidated
Financial Statements incorporated by reference in the Annual Report of Southern
Missouri Bancorp, Inc. on Form 10-KSB for the year ending June 30, 1999.  We
hereby consent to the incorporation of reference of said reports in the
Registration Statement of Southern Missouri Bancorp, Inc.  on the Form S-8
(File NO. 333-2320, effective March 13, 1996)


Kraft, Miles & Tatum, LLC
Poplar Bluff, Missouri
September 27, 1999