SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-K

             [ x ]     Annual Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

                   For the Fiscal Year Ended September 30, 1997
                                       or

             [   ]     Transition Report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934

                  For the transition period from _________ to  ________

                        Commission file number:  0-19794


                             ADVANTAGE BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                Wisconsin                              39-1714425
       (State or other Jurisdiction                 (I.R.S. Employer
    of Incorporation or Organization)             Identification No.)

           5935 Seventh Avenue                           53140
            Kenosha, Wisconsin                         (ZIP Code)
          (Address of principal
            executive offices)

       Registrant's telephone number, including area code:  (414) 658-4861
        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 $.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 if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K is not contained herein, and will not be contained,
   to the best of registrant's knowledge, in definitive proxy or information
   statements incorporated by reference in Part III of this Form 10-K or any
   amendment to this Form 10-K   X   .

   Based upon the closing price of the registrant's common stock as of
   November 21, 1997, the aggregate market value of the voting stock held by
   non-affiliates of the registrant was $187,445,000.*

   The number of shares of Common Stock outstanding as of November 21, 1997
   was 3,235,830 shares.


   Documents Incorporated by Reference:
        None

   * For purposes of this calculation, all executive officers and directors
   of the registrant and its bank subsidiary are considered to be affiliates. 


   <PAGE>

                                    PART 1   

   Item 1.  Business

   General

      Advantage Bancorp, Inc. (the "Company") is a registered savings and
   loan holding company incorporated under the laws of the State of Wisconsin
   and is engaged in the savings and loan business through its wholly-owned
   subsidiary, Advantage Bank, FSB (the "Bank").  

      The Bank was organized in 1902 as a Wisconsin-chartered savings
   institution.  Effective December 31, 1993, the Bank changed to a federal
   savings bank charter.  The Bank's deposits are insured up to the maximum
   allowable amount by the Federal Deposit Insurance Corporation ("FDIC"). 
   The Bank is a member of the Federal Home Loan Bank of Chicago ("FHLB"),
   and is regulated by the Office of Thrift Supervision ("OTS") and the FDIC. 
   The Bank is also regulated by the Board of Governors of the Federal
   Reserve System relating to reserves required to be maintained against
   deposits and certain other matters.  See "REGULATION."

      As a consumer-oriented financial institution, the Bank offers a range
   of retail banking services to residents of its market area. The Bank is
   principally engaged in the business of attracting deposits from the
   general public and using such deposits to originate residential loans in
   its primary market area. The Bank also originates commercial real estate,
   multi-family, construction, consumer and commercial business loans. In
   addition, the Bank also invests in mortgage-related securities, investment
   securities, certificates of deposit and short-term liquid assets. Finally,
   the Bank offers, through a subsidiary, certain securities brokerage
   services and insurance products to its customers.

      The Company's executive office is located at 5935 Seventh Avenue,
   Kenosha, WI 53140.  The telephone number is (414) 658-4861.

   Proposed Merger

      On November 3, 1997, the Company entered into an Agreement and Plan of
   Merger with Marshall & Ilsley Corporation, a Wisconsin corporation,
   providing for the merger of the Company with and into Marshall & Ilsley
   Corporation.  The merger and related transactions are discussed in more
   detail in "Management's Discussion and Analysis".  Copies of the Agreement
   and Plan of Merger and the related Stock Option Agreement have been filed
   as exhibits to this Annual Report on Form 10-K.

   Special Note Regarding Forward-Looking Statements

      Certain matters discussed in this Annual Report on Form 10-K are
   "forward-looking statements" intended to qualify for the safe harbors from
   liability established by the Private Securities Litigation Reform Act of
   1995.  These forward-looking statements can generally be identified as
   such because the context of the statement will include words such as the
   Company "believes," "anticipates," "expects," or other words of similar
   import.  Similarly, statements that describe the Company's future plans,
   objectives or goals are also forward-looking statements.  Such forward-
   looking statements are subject to certain risks and uncertainties which
   are described in close proximity to such statements and which could cause
   actual results to differ materially from those currently anticipated. 
   Additional factors that may cause actual results to differ materially from
   those contemplated in the forward-looking statements include:  interest
   rate trends, the general economic climate in the Company's market area,
   loan delinquency rates and legislative enactments or regulatory changes
   which adversely affect the business of the Company and/or the Bank. 
   Shareholders, potential investors and other readers are urged to consider
   these factors in evaluating the forward-looking statements and are
   cautioned not to place undue reliance on such forward-looking statements. 
   The forward-looking statements included herein are only made as of the
   date of this Annual Report on Form 10-K and the Company undertakes no
   obligation to publicly update such forward-looking statements to reflect
   subsequent events or circumstances.

   Market Area

      At September 30, 1997, the Bank conducted business from 15 branch
   offices located in Kenosha County and Walworth County, Wisconsin and Lake
   County and Cook County, Illinois.   The Bank also has mortgage loan
   origination offices located in Kenosha, Racine and Wauwatosa, Wisconsin
   and Grayslake, Naperville and Tinley Park, Illinois.

      Kenosha has a population of approximately 85,000 and is located in
   southeastern Wisconsin approximately 40 miles south of Milwaukee,
   Wisconsin and 55 miles north of Chicago, Illinois. The Bank has
   historically focused its operations in Kenosha County, Wisconsin. The Bank
   expanded its operations to Walworth County, Wisconsin in 1973, to Lake
   County, Illinois in 1988 and to Cook County, Illinois in 1994. 

      In recent years, the Kenosha area economy has expanded due to the
   aggressive marketing of local industrial parks and the solicitation of
   businesses from northern Illinois. In addition, Lake County, Illinois has
   grown rapidly as a result of the northward expansion of the Chicago
   metropolitan area.  Walworth County, and particularly Lake Geneva, is
   well-established as a leading vacation area in the Midwest.  Cook County
   includes the City of Chicago which is the third largest city in the United
   States.

   Competition

      The Bank faces extensive competition both in originating loans and in
   attracting deposits. Competition in originating loans comes primarily from
   other savings institutions, commercial banks and mortgage bankers who also
   make loans in the Bank's primary market area. The Bank competes for loans
   principally on the basis of the interest rates and loan fees it charges,
   the types of loans it originates and the quality of services it provides
   to borrowers.

      The Bank faces substantial competition in attracting deposits from
   other savings institutions, commercial banks, securities firms, money
   market mutual funds, other mutual funds, credit unions and other
   investment vehicles. The ability of the Bank to attract and retain
   deposits depends on its ability to provide investment opportunities that
   satisfy the requirements of investors as to rate of return, liquidity,
   risk and other factors. The Bank competes for these deposits by offering a
   variety of deposit accounts at competitive rates, convenient business
   hours and a customer-oriented staff.

      The Bank estimates its market share of insured savings deposits to be
   as follows as of June 30, 1996 based on its own calculation using publicly
   available data: Kenosha County, Wisconsin - 28%; Walworth County,
   Wisconsin - 5%; Racine County, Wisconsin - less than 1%, Lake County,
   Illinois - 1%, and Cook County, Illinois - less than 1%.

   Lending Activities

      General. The principal lending activity of the Bank is originating
   first mortgage loans secured by owner-occupied one- to four-family
   residential properties located in its primary market area. In addition, in
   order to increase the yield and interest rate sensitivity of its
   portfolio, the Bank also originates commercial real estate, multi-family,
   construction, consumer and commercial business loans in its primary market
   area.

      Loan Portfolio Composition. The following table presents information
   concerning the composition of the Bank's loan portfolios in dollar amounts
   and in percentages as of the dates indicated.  The table includes loans
   held for sale but does not include advances to unconsolidated
   partnerships.

   <TABLE>
   <CAPTION>
    Loan Portfolio
      Composition:                                                      September  30
                                     1993                1994                1995                1996               1997     
                               Amount    Percent    Amount   Percent    Amount    Percent   Amount   Percent   Amount   Percent
                                                                   (dollars in thousands)
    <S>                       <C>          <C>     <C>         <C>     <C>         <C>     <C>        <C>     <C>         <C>
    Real Estate Loans:                                             
     One- to four-
       family (1)   . . . .   $292,093     69.97%  $307,169    68.17%  $399,467    72.90%  $418,647   70.01%  $378,701    64.42%
     Multi-family   . . . .     31,254      7.49     30,667     6.81     27,810     5.08     24,993    4.18     26,923     4.58 
     Commercial   . . . . .     46,570     11.15     51,962    11.53     49,393     9.01     54,671    9.14     63,755    10.85 
     One- to four-family 
       construction (2)          8,532      2.04     12,185     2.70     11,057     2.02      7,598    1.27      5,148     0.88 
     Other construction and
       land   . . . . . . .     13,238      3.17     16,474     3.66     20,629     3.77     30,161    5.04     24,448     4.16 
                              --------    ------   --------  -------   --------   ------   --------  ------   --------   ------ 
    Total real estate loans    391,687     93.82    418,457    92.88    508,356   92.78     536,070   89.64    498,975    84.89 
                              --------    ------   --------  -------   --------   ------   --------  ------   --------   ------ 
    Other Loans:
     Consumer loans:
       Home equity  . . . .      9,570      2.29     12,051     2.67     22,741     4.15     43,893    7.34     67,997    11.57 
       Student  . . . . . .      2,341      0.56      3,010     0.67      3,613     0.66      4,040    0.68      4,307     0.73 
       Automobile . . . . .        906      0.22        565     0.13      1,020     0.19      1,553    0.26      1,662     0.28 
       Other consumer loans      3,857      0.92      4,030     0.89      1,323     0.24      1,732    0.29      2,503     0.43 
     Commercial business
       loans  . . . . . . .      9,142      2.19     12,436     2.76     10,853     1.98     10,691    1.79     12,429     2.10 
                              --------    ------   --------  -------   --------   ------   --------  ------   --------   ------ 
    Total other loans . . .     25,816      6.18     32,092     7.12     39,550     7.22     61,909   10.36     88,898    15.11 
                              --------    ------   --------  -------   --------   ------   --------  ------   --------   ------ 
    Gross loans receivable     417,503    100.00%   450,549   100.00%   547,906   100.00%   597,979  100.00%   587,873   100.00%
                                          ======             =======              ======             ======              ====== 
    Add:  Accrued interest       2,414                2,723               3,390               3,718              3,755 
    Less:
     Undisbursed portion of
       loan proceeds  . . .    (26,844)             (19,119)            (31,531)            (30,100)           (19,150)
     Unamortized loan fees      (2,482)              (2,220)             (2,017)             (2,104)              (859)
     Allowance for losses on
       loans  . . . . . . .     (4,937)              (5,327)             (5,271)             (5,773)            (5,797)
     Allowance for
       uncollected interest       (859)              (1,037)               (195)               (938)              (563)
                              --------              -------             -------             -------            ------- 
       Net deduction  . . .    (32,708)             (24,980)            (35,624)            (35,197)           (22,614)
                              --------              -------             -------             -------            ------- 
    Total loans receivable,
     net  . . . . . . . . .   $384,795             $425,569            $512,282            $562,782           $565,259 
                              ========             ========            ========            ========           ======== 

   (1)  Includes construction/permanent loans to persons intending to occupy
        their homes upon the completion of construction totalling $37.3
        million, $22.5 million, $46.7 million, $50.7 million and $31.8
        million as of September 30, 1993, 1994, 1995, 1996 and 1997,
        respectively.

   (2)  Consists of short-term balloon construction loans to builders and
        developers who intend to sell the homes upon completion of
        construction.

   </TABLE>

      The following schedule illustrates the maturity of the Bank's loan
   portfolio at September 30, 1997.  The schedule does not reflect scheduled
   principal amortizations, projected repayments, or the period to repricing
   for adjustable rate loans.  This schedule is based on contractual maturity
   dates since, under the Bank's "rollover" policy, the Bank does not
   automatically rollover balloon notes at maturity but reserves the right to
   demand payment in full based on its evaluation of the borrower, collateral
   and other material factors.

   <TABLE>
   <CAPTION>
                                    Real Estate Loans                        Other Loans
                       One- to                                                                     Total
                        Four-      Multi-    Commercial  Construction  Commercial                  Loans
    Maturing           Family      Family   Real Estate    and Land     Business      Consumer   Receivable
                                                       (In thousands)
    <S>                   <C>        <C>         <C>          <C>            <C>         <C>        <C>
    Within one year       $7,658     $1,300      $22,217      $15,993        $5,667      $3,164     $55,999 
    After one year:
      1 to 3 years         8,018      1,529       21,508       10,223         3,668       7,603      52,549 
      3 to 5 years         8,502      1,404        6,753          634         1,478      15,281      34,052 
      5 to 10 years       29,492      4,890        7,958        2,337           648      35,821      81,146 
      10 to 20 years      82,970      9,112        4,960          409           968      14,070     112,489 
      Over 20 years      242,061      8,688          359                          -         530     251,638 
                        --------  ---------    ---------     --------      --------   ---------   --------- 
    Total due after
      one year  . .      371,043     25,623       41,538       13,603         6,762      73,305     531,874 
                        --------  ---------    ---------     --------      --------   ---------   --------- 
    Gross loan
      receivable  .     $378,701    $26,923      $63,755      $29,596       $12,429     $76,469    $587,873 
                        ========  =========    =========    =========      ========   =========  ========== 

    Add:  Accrued interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,755 
    Less: Undisbursed portion of loan proceeds  . . . . . . . . . . . . . . . . . . . . . . . .     (19,150)
    Less: Unamortized loan fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (859)
    Less: Allowance for losses on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (5,797)
    Less: Allowance for uncollected interest  . . . . . . . . . . . . . . . . . . . . . . . . .        (563)
                                                                                                   -------- 
    Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $565,259 
                                                                                                   ======== 
   </TABLE>


      The following table sets forth, at September 30, 1997, the dollar
   amount of all loans due after September 30, 1998 and whether such loans
   have fixed interest rates or adjustable interest rates.


                                       Due after September 30, 1998
                                        Fixed     Adjustable       Total
    Real estate loans:                        (In thousands)
      One- to four-family   . . .    $108,853       $262,190    $371,043
      Multi-family  . . . . . . .       9,928         15,695      25,623
      Commercial real estate  . .      26,877         14,661      41,538
      Construction and land   . .      10,192          3,411      13,603
                                    ---------      ---------   ---------
      Total real estate loans   .     155,850        295,957     451,807
                                    ---------      ---------   ---------
    Other loans . . . . . . . . .      42,032         38,035      80,067
                                    ---------      ---------   ---------
      Total loans receivable  . .    $197,882       $333,992    $531,874
                                    =========      =========   =========



   Lending - General 

      Under federal law and regulations, the aggregate amount of loans that
   the Bank is permitted to make to any one borrower is generally limited to
   15% (25% if the security for such a loan has a "readily ascertainable"
   value or 30% for certain residential development loans) of unimpaired
   capital and surplus.  At September 30, 1997, based on the above, the
   Bank's regulatory loan-to-one-borrower limit was $10.7 million. On the
   same date, the Bank had no loans to one borrower which had aggregate
   balances in excess of this limit.

      Loan applications are initially considered and approved at various
   levels of authority, depending on the type, amount and loan-to-value ratio
   of the loan.  Mortgage loans up to $400,000 are approved by designated
   employees and officers.  Mortgage loans in excess of $400,000 and up to $1
   million are approved  by a Loan Committee consisting of  the President,
   the Senior Vice President-Mortgage Lending, the Senior Vice President-
   Finance and the Vice President-Commercial Lending.  Mortgage loans in
   excess of $1 million must be approved by the Board of Directors of the
   Bank.  Commercial business loans in excess of $250,000 must be approved by
   the President.  Commercial business loans in excess of $350,000 and up to
   $1 million must be approved by the Loan Committee.  Commercial business
   loans in excess of $1 million must be approved by the Board of Directors
   of the Bank.   Certain higher risk commercial loans, such as loans to
   restaurants and motels, must be approved by the Board of Directors of the
   Bank if the balance exceeds $100,000.

      All of the Bank's lending is subject to its written, nondiscriminatory
   underwriting standards and to loan origination procedures. Decisions on
   loan applications are made on the basis of detailed applications and
   property valuations (consistent with the Bank's written appraisal policy)
   by independent appraisers. The loan applications are designed primarily to
   determine the borrower's ability to repay and the more significant items
   on the application are verified through use of credit reports, financial
   statements, tax returns, and/or confirmations from third parties.

      The Bank requires evidence of marketable title and lien position on all
   loans secured by real property and requires fire and extended coverage
   casualty insurance in amounts at least equal to the principal amount of
   the loan or the value of improvements on the property, depending on the
   type of loan. The Bank may also require flood insurance to protect the
   property securing its interest.  The Bank requires title insurance on all
   first mortgage loans secured by real estate and on second mortgage loans
   with balances over $75,000.

      The Bank encounters certain environmental risks in its lending
   activities.  Under federal and state environmental laws, lenders may
   become liable for the costs of cleaning up hazardous material found on
   security properties.  Although environmental risks are more usually
   associated with industrial and commercial loans, environmental risks may
   be substantial for residential loans since environmental contamination may
   render the residential properties unsuitable for residential use.  In
   addition, the value of residential properties may become substantially
   diminished by contamination of nearby properties.  In accordance with
   secondary mortgage market guidelines, appraisals for single-family loans
   include comments on environmental influences and conditions.  The Bank
   attempts to control its exposure to environmental risks with respect to
   loans secured by larger properties by monitoring available information on
   hazardous waste disposal sites and requiring environmental inspections on
   such properties prior to disbursing the loan.  No assurance can be given,
   however, that the value of properties securing loans in the Bank's
   portfolio will not be adversely affected by the presence of hazardous
   materials or that future changes in federal or state laws will not
   increase the Bank's exposure to liability for environmental cleanup.

   One- to Four-Family Residential Real Estate Lending

      The cornerstone of the Bank's lending program has long been the
   origination of permanent loans secured by mortgages on owner-occupied one-
   to four-family residences. At September 30, 1997, $378.7 million, or
   64.4%, of the Bank's loan portfolio consisted of permanent loans on one-
   to four-family residences. Substantially all of the residential loans
   originated by the Bank are secured by properties located in the Bank's
   primary market area. 

      The Bank originates a variety of different types of residential loans
   including various types of one- to four-family residential adjustable rate
   mortgage loans ("ARMs")  and fixed rate loans with 30 year and shorter
   contractual maturities.

      The Bank's ARMs are fully amortizing loans with contractual maturities
   of up to 30 years. The interest rates on the ARMs are subject to
   adjustment at stated intervals. A substantial portion of the Bank's ARMs
   have interest rates which adjust annually. Some of the Bank's ARMs have
   been originated with fixed rates for the first three or five years with
   adjustable rates thereafter. At September 30, 1997, the Bank had $68.0
   million of ARMs which will adjust annually after a specified period after
   origination and which had more than 12 months remaining until the next
   repricing date.

      Prior to 1988, substantially all of the Bank's ARMs carried interest
   rates which were subject to annual adjustment by the Bank on a
   discretionary basis ("Non-index ARMs"). Since 1988, the Bank has
   originated ARMs with interest rates which are reset to a stated margin
   over an index based on yields for one year U.S. Treasury Securities
   ("Treasury ARMs"). At  September 30, 1997, the Bank had approximately
   $23.0 million of Non-index ARMs and $231.3 million of Treasury ARMs in its
   mortgage loan portfolio.

      The Bank's ARMs generally establish limits on the amount of the
   periodic interest rate changes. Decreases or increases in the interest
   rate of the Bank's Treasury ARMs are generally limited to between 1% and
   2% at any adjustment date with a lifetime cap that applies over the entire
   term of the loan. Annual interest rate increases on Non-index ARMs are
   limited to 1% per year, calculated on a cumulative basis from the loan
   origination date. The Bank's delinquency experience on its ARMs has
   generally been similar to its experience on fixed rate residential loans.
   Most of the Bank's ARMs originated after 1987 are convertible into
   fixed-rate loans at the market rate at the time of conversion.

      The Bank evaluates both the borrower's ability to make principal,
   interest and escrow payments and the value of the property that will
   secure the loan. The Bank originates residential mortgage loans with
   loan-to-value ratios of up to 97%. On any mortgage loan exceeding an 80%
   loan-to-value ratio at the time of origination, the Bank generally
   requires private mortgage insurance in an amount intended to reduce the
   Bank's exposure to 75% or less of the appraised value of the underlying
   property.

      The Bank's residential mortgage loans usually include "due-on-sale"
   clauses, which are provisions giving the Bank the right to declare a loan
   immediately due and payable in the event the borrower sells or otherwise
   disposes of the real property subject to the mortgage.  The Bank enforces
   due-on-sale clauses to the extent permitted under applicable law.

      As of September 30, 1997, one- to four-family residential loans
   included $31.8 million of permanent loans to individuals for the
   construction of their primary residences.  These loans  require only the
   payment of interest during the construction phase and thereafter have
   rates and terms which are similar to those of any one- to four-family
   residential loans offered by the Bank.  The interest rate and loan term is
   established at the time the construction loan commitment is made.  These
   loans are underwritten pursuant to the same guidelines used for
   originating other one- to four-family residential loans.  

   Multi-Family and Commercial Real Estate Lending

      In order to enhance the yield on, and decrease the average term to
   maturity of, its assets, the Bank originates permanent multi-family and
   commercial real estate loans on a wide variety of different types of
   properties.

      The Bank has originated both adjustable and fixed rate multi-family and
   commercial real estate loans.  Rates on the Bank's adjustable rate
   multi-family and commercial real estate loans generally adjust in a manner
   consistent with the Bank's residential ARMs.

      Multi-family and commercial real estate loans are generally written in
   amounts of up to 80% of the appraised value of the underlying property.
   Appraisals on properties securing multi-family and commercial real estate
   loans originated by the Bank are performed by an independent appraiser
   selected by the Bank. All appraisals on multi-family and commercial real
   estate loans are reviewed by the Bank's management. In addition, the
   Bank's underwriting procedures require verification of the borrower's
   credit history, income and financial statements, banking relationships,
   references and income projections for the property. Borrowers are
   generally personally liable for all or a portion of their multi-family and
   commercial real estate loans.

      At September 30, 1997, the Bank had (in addition to loans to
   unconsolidated partnerships) 11 borrowers on multi-family and commercial
   real estate loans that were indebted to the Bank in excess of $3.0 million
   and 28 other borrowers with total loan balances in excess of $1.0 million.
   On the same date, the Bank's largest group of multi-family and commercial
   real estate loans to one borrower had an aggregate balance of $8.9 million
   consisting of loans secured by land and condominiums.

      Substantially all of the Bank's multi-family residential and commercial
   real estate loans are secured by properties located within 150 miles of
   the Bank's headquarters.

      Multi-family and commercial real estate loans generally present a
   higher level of risk than loans secured by one- to four-family residences.
   This greater risk is due to several factors, including the concentration
   of principal in a limited number of loans and borrowers, the effects of
   general economic conditions on income-producing properties, and the
   difficulty of evaluating and monitoring these types of loans. Furthermore,
   the repayment of loans secured by multi-family and commercial real estate
   is typically dependent upon the successful operation of the related real
   estate project. If the cash flow from the project is reduced (for example,
   if leases are not obtained or renewed), the borrower's ability to repay
   the loan may be impaired. Nevertheless, the Bank's delinquency experience
   on its multi-family and commercial real estate loans has been generally
   satisfactory to date.

      The Bank generally obtains annual cashflow statements from borrowers
   for multi-family and commercial real estate loans in excess of $1 million. 
   These statements are analyzed to determine the quality of the loan.

   Construction and Land Lending

      The Bank makes construction loans to builders and developers for the
   construction of one- to four-family residences and other types of
   properties.  The Bank also makes loans for the acquisition of land. 
   Substantially all of these loans are secured by properties located within
   150 miles of the Bank's headquarters.

      The Bank offers short-term construction balloon loans to builders for
   the construction of one- to four-family residences. These loans generally
   have terms from 12 to 24 months and carry fixed rates of interest. At
   September 30, 1997, the Bank had $5.1 million of loans to builders for the
   construction of one- to four-family residences.

      Most of the Bank's construction and land loans to developers and
   builders (for properties other than one- to four-family residences) have
   been originated with terms of three years or less. Construction and land
   loans are generally made in amounts up to a maximum loan-to-value ratio of
   80% based upon an independent appraisal. Some of the Bank's construction
   and land loans provide an interest reserve for the payment of interest and
   fees from the loan proceeds. The Bank also obtains personal guarantees for
   substantially all of its construction and land loans. The Bank reviews the
   personal financial statements of its borrowers and guarantors on
   construction and land loans. At September 30, 1997, the Bank had five
   construction and land loans with balances in excess of $1 million.  

      The Bank's construction and land loan agreements generally provide that
   loan proceeds are disbursed in increments as construction progresses. The
   amount of each disbursement is based on the construction cost estimate of
   an independent architect, engineer or qualified inspector who inspects the
   project in connection with each disbursement request. The Bank
   periodically reviews the progress of the underlying construction project.

      Construction and land loans are obtained principally through continued
   business from developers and builders who have previously borrowed from
   the Bank as well as walk-in customers, broker referrals and direct
   solicitations of builders. The application process includes a submission
   to the Bank of plans, specifications and costs of the project to be
   constructed. These items are used as a basis to determine the appraised
   value of the subject property.  Loans are based on the current appraised
   value of the property to be constructed and/or the costs of construction
   (including the value of the land).

      Construction and land lending generally affords the Bank an opportunity
   to receive interest at rates higher than those obtainable from residential
   lending and to receive higher origination and other loan fees. In
   addition, construction and land loans are generally made with adjustable
   rates of interest and/or for relatively short terms. Nevertheless,
   construction and land lending to persons other than owner-occupants is
   generally considered to involve a higher level of credit risk than one- to
   four-family residential lending because loan amounts are larger, and the
   effects of general economic conditions on construction projects, real
   estate developers and managers can be substantial. 

      The nature of these loans is such that they are more difficult to
   evaluate and monitor. The Bank's risk of loss on a construction or land
   loan is dependent largely upon the accuracy of the initial estimate of the
   property's value upon completion of the project and the estimated cost
   (including interest) of the project. If the estimate of value proves to be
   inaccurate, the project may have a value which is insufficient to assure
   full repayment of the loan. Because defaults in repayment may not occur
   during the construction period, it may be difficult to identify problem
   loans at an early stage. When loan payments become due, the cash flow from
   the property may not be adequate to service the debt. In such cases, the
   Bank may be required to modify the terms of the loan. At September 30,
   1997, the Bank was not aware of any material cash flow or other problems
   on any of its construction and land loans. 

   Commercial Business Lending

      The Bank's commercial business loans include secured and unsecured
   loans.  These loans are for a broad variety of purposes including working
   capital, accounts receivable, inventory, equipment and acquisitions. The
   Bank has no agricultural, energy or foreign loans.

      Most of the Bank's commercial business loans have terms to maturity of
   five years or less or they have adjustable interest rates. At
   September 30, 1997, the Bank had two commercial business loans with
   balances in excess of $500,000.

      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 with a
   value that tends to be more easily ascertainable, commercial business
   loans 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 (which is
   likely to be dependent upon the general economic environment.) The Bank's
   commercial business loans are sometimes, but not always, secured by
   business assets, such as accounts receivable, equipment and inventory as
   well as real estate. However, 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. 

      The Bank recognizes the generally increased risks associated with
   commercial business lending. The Bank's commercial business lending policy
   emphasizes (1) credit file documentation, (2) analysis of the borrower's
   character, (3) analysis of the borrower's capacity to repay the loan, (4)
   adequacy of the borrower's capital and collateral, and (5) evaluation of
   the industry conditions affecting the borrower. Analysis of the borrower's
   past, present and future cash flows is also an important aspect of the
   Bank's credit analysis. The Bank plans to continue to expand its
   commercial business lending, subject to market conditions. 

      The Bank generally obtains annual financial statements from borrowers
   for commercial business loans.  These statements are analyzed to monitor
   the quality of the loan.

   Consumer Lending

      Management believes that offering consumer loan products helps to
   expand the Bank's customer base and create stronger ties to its existing
   customer base. In addition, consumer loans generally have shorter terms to
   maturity (or have adjustable interest rates) and carry higher interest
   rates than residential mortgage loans. For these reasons, the Bank has
   increased its consumer lending in recent years.

      The Bank offers a variety of secured consumer loans, including home
   equity loans, automobile loans, education loans and loans secured by
   savings deposits. In addition, the Bank also offers home improvement loans
   and unsecured consumer loans.

      Consumer loan terms vary according to the type of collateral, term of
   the loan and creditworthiness of the borrower. The Bank offers both
   open-end and closed-end credit. Open-end credit is extended through home
   equity lines of credit. This credit line product generally bears interest
   at a variable rate tied to the prime rate of interest.

      The underwriting standards employed by the Bank for consumer loans
   include (1) obtaining the borrower's credit score from an independent,
   nationally-recognized credit-scoring firm, (2) a determination of the
   applicant's payment history on previous debts,  and (3) an assessment of
   the borrower's ability to meet payments on the proposed loan along with
   the applicant's existing obligations. Although creditworthiness of the
   applicant is a primary consideration, the underwriting process also
   includes a comparison of the value of the collateral, if any, in relation
   to the proposed loan amount.

      Consumer loans may entail greater risk than residential mortgage loans,
   particularly in the case of consumer loans which are unsecured or secured
   by rapidly depreciable assets such as automobiles. In such cases, any
   repossessed collateral for defaulted consumer loans may not provide
   adequate sources of repayment for the outstanding loan balances as a
   result of the greater likelihood of damage to or depreciation of the
   collateral.  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 federal and state bankruptcy
   and insolvency laws, may limit the amount which can be recovered on such
   loans. Although the level of delinquencies in the Bank's consumer loan
   portfolio has generally been low, there can be no assurance that
   delinquencies will remain low in the future.

   Originations, Purchases and Sales of Loans

      The Bank originates real estate and other loans through internal loan
   production personnel located in the Bank's offices and through independent
   companies known as third-party originators. Walk-in customers and
   referrals from real estate brokers and builders are also important sources
   of loan originations.

      Consistent with the Bank's asset/liability management strategy, the
   Bank sells all of its 30 year fixed-rate loan originations and varying
   portions of its 15 year fixed-rate loan originations in the secondary
   market. The Bank's sales are usually made through forward sales
   commitments.  The Bank attempts to limit any interest rate risk related to
   its origination of fixed rate loans by limiting the number of days between
   the loan commitment and the forward sales commitment, charging fees for
   loan commitments longer than 60 days, and attempting to match its fixed
   rate loan commitments to customers with forward sales commitments. 

      When loans are sold, the Bank generally retains the responsibility for
   servicing the loan. At September 30, 1997,  the Bank serviced
   $218.6 million of loans for others, principally the Federal Home Loan
   Mortgage Corporation and the Federal National Mortgage Association.

      The following table shows the loan origination, business acquisition,
   purchase, sale and repayment activities of the Bank for the periods
   indicated.

                                                 Year Ended September 30
                                                1995       1996       1997 
                                                      (in thousands)
    Mortgage Loans (gross):
     At beginning of period   . . . . . . .  $418,457    $508,356   $536,070 
     Business acquisitions  . . . . . . . .    33,448           -          - 
     Mortgage loan originations:
                                               114,214
       One- to four-family  . . . . . . . .               170,377    190,749 
                                                                             
       Multi-family . . . . . . . . . . . .     4,807         525      7,888 
       Commercial real estate, other                                         
        construction and land . . . . . . .    62,499      78,224     39,833 
                                             --------    --------   -------- 
          Total mortgage loans originations
           and acquisitions   . . . . . . .   214,968     249,126    238,470 
                                             --------    --------   -------- 
     Mortgage loans purchased:
       One- to four-family  . . . . . . . .     9,929         -          -   
                                             --------    --------   -------- 
          Total mortgage loans purchased  .     9,929           0          0 
                                             --------    --------   -------- 
          Total mortgage loans originated
           and purchased  . . . . . . . . .   224,897     249,126    238,470 
     Principal repayments   . . . . . . . .  (116,918)   (165,561)  (154,146)
     Transfers (to) from foreclosed
      properties  . . . . . . . . . . . . .    (2,152)       (748)     1,665 
                                                                             
     Sales of fixed rate loans  . . . . . .   (15,928)    (55,103)  (123,084)
                                             --------    --------   -------- 
     At end of period   . . . . . . . . . .  $508,356    $536,070   $498,975 
                                             ========    ========   ======== 
    Commercial Business Loans (gross):
     At beginning of period   . . . . . . .   $12,436     $10,853    $10,691 
     Business acquisitions  . . . . . . . .        95          -          -  
     Commercial loans originated  . . . . .    15,650      15,772     23,116 
     Principal repayments   . . . . . . . .   (17,328)    (15,934)   (21,378)
                                             --------    --------   -------- 
     At end of period   . . . . . . . . . .   $10,853     $10,691    $12,429 
                                             ========    ========   ======== 

    Consumer Loans (gross):

     At beginning of period . . . . . . . .  $19,656     $28,697    $51,218
     Business acquisitions  . . . . . . . .    3,638          -          -   
     Consumer loans originated  . . . . . .   22,091      44,622     58,489  
     Principal repayments   . . . . . . . .  (16,688)    (22,101)   (33,239) 
                                             --------    --------   -------- 
     At end of period   . . . . . . . . . .  $28,697     $51,218    $76,468  
                                             ========    ========   ======== 

   Delinquencies and Non-Performing Assets

      Delinquency Procedures. When a borrower fails to make a required
   payment on a loan, the Bank attempts to cause the delinquency to be cured
   by contacting the borrower.  In the case of residential loans, a late
   notice is sent 15 days after the due date. If the delinquency is not cured
   by the 30th day, contact with the borrower is made by phone. Additional
   written and oral contacts are made with the borrower between 30 and
   60 days after the due date.

      In the event a loan payment is past due for more than 30 days, it is
   classified as a delinquent loan. In such cases, the Bank regularly reviews
   the loan status, the condition of the property, and circumstances of the
   borrower. Based upon the results of its review, the Bank may negotiate and
   accept a repayment program with the borrower, accept a voluntary deed in
   lieu of foreclosure, or initiate foreclosure proceedings. If foreclosed
   on, real property is sold at a public sale and the Bank may bid on the
   property to protect its interest. A decision as to whether and when to
   initiate foreclosure proceedings is based on such factors as the amount of
   the outstanding loan in relation to the original indebtedness, the extent
   of delinquency, and the borrower's ability and willingness to cooperate in
   curing the delinquency.

      Delinquent consumer loans are handled in a generally similar manner,
   except that initial contacts are made when the payment is 15 days past due
   and personal contacts are made when the loan becomes more than 20 days
   past due.

      Real estate acquired as a result of foreclosure or by deed in lieu of
   foreclosure is classified as foreclosed property until it is sold. When
   property is acquired, it is recorded at the lower of cost or estimated
   fair value at the date of acquisition, and any writedown resulting
   therefrom is charged to expense. Upon acquisition, all costs incurred in
   maintaining the property are expensed. Costs relating to the development
   and improvement of the property, however, are capitalized to the extent of
   net realizable value.

      Loan Delinquencies. The following tables set forth the Bank's loan
   delinquencies by type, by amount and by percentage of loan category at
   September 30, 1996 and 1997.

   <TABLE>
   <CAPTION>
                          60-89 Days Delinquent     Delinquent 90 days and over       Total Delinquent Loans
                                          Percent                      Percent                         Percent
                                          of Loan                      of Loan                         of Loan
                        Number  Amount   Category   Number   Amount    Category    Number    Amount    Category
                                                         (dollars in thousands)
    <S>                    <C>    <C>        <C>         <C>   <C>          <C>         <C>    <C>          <C>
    Delinquent loans
     at September 30,
     1996 
    Real estate:
     One- to four-
       family   . . .      10     $935       0.22%       17    $574         0.14%       27    $1,509        0.36%
     Multi-family and                                               
       commercial   .       4      352       0.44         4     708         0.89         8     1,060        1.33 
     Construction and
       land   . . . .       -        -         -          7   1,774         4.70         7     1,774        4.70 
    Commercial
      business  . . .       -        -         -          5     274         2.56         5       274        2.56 
    Consumer  . . . .       8       14       0.03         8      84         0.16        16        98        0.19 
                         ----    -----                 ----  ------                   ----     -----             
    Total . . . . . .      22   $1,301       0.22%       41  $3,414         0.57%       63    $4,715        0.79%
                         ====    =====      =====      ====  ======        =====     =====     =====        =====
    
    Delinquent loans
     at September 30,
     1997 
    Real estate:
     One- to four-
       family   . . .      14     $813       0.21%       12  $1,796         0.47%       26    $2,609        0.68%
     Multi-family and                                               
       commercial   .       2      233       0.26         6     645         0.71         8       878        0.97 
     Construction and
       land   . . . .       2       78       0.32         1     283         1.16         3       361        1.48 
    Commercial
      business  . . .       -        -          -         4      51         0.41         4        51        0.41 
    Consumer  . . . .       6       63       0.08        20     385         0.50        26       448        0.58 
                        -----   ------                -----   -----                  -----     -----             
    Total . . . . . .      24   $1,187       0.20%       43  $3,160         0.54%       67    $4,347        0.74%
                        =====   ======      =====     =====   =====        =====     =====     =====       ===== 
   </TABLE>


      As of September 30, 1997, loans delinquent 60 days or more totalled
   $4.3 million compared to $4.7 million as of September 30, 1996.  As a
   percent of total loans receivable, delinquencies decreased from 0.79% as
   of September 30, 1996 to 0.74% as of September 30, 1997. 

      Foreclosed Properties. Foreclosed properties increased from $1.4
   million as of September 30, 1996 to $1.8 million as of September 30, 1997. 
   As of September 30, 1997, there was one foreclosed property with a balance
   over $400,000.

      Classification of Assets. Federal regulations require that each savings
   institution classify its own assets on a regular basis. In addition, in
   connection with examinations of savings institutions, OTS and FDIC
   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 have one or
   more defined weaknesses and are characterized by the distinct possibility
   that the institution will sustain some loss if the deficiencies are not
   corrected. Doubtful assets have the weaknesses of Substandard assets, with
   the additional characteristics 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. The
   regulations have also created a Special Mention category, consisting of
   assets which do not currently expose a savings institution to a sufficient
   degree of risk to warrant classification, but do possess credit
   deficiencies or potential weaknesses deserving management's close
   attention.

      Assets classified as Substandard or Doubtful require the institution to
   establish prudent general allowances for losses on loans. If an asset, or
   portion thereof, is classified as Loss, the institution must either
   establish specific allowances for losses on loans in the amount of 100% of
   the portion of the asset classified Loss, or charge off such amount. If an
   institution does not agree with an examiner's classification of an asset,
   it may appeal this determination to the District Director of the OTS.

      Classified assets include non-performing assets plus other loans and
   assets which meet the criteria for classification.  Non-performing assets
   include loans which are not performing under all material contractual
   terms of the original notes and foreclosed properties.  The Bank does not
   accrue interest on non-performing assets. 
    
      Loans are placed into non-accrual (non-performing) status when they are
   contractually delinquent more than 90 days, or earlier if warranted based
   on management's assessment of the loan. Interest accrued and unpaid at the
   time a loan is placed on non-accrual status is charged against interest
   income. Subsequent payments are either applied to the outstanding
   principal balance or recorded as interest income, depending on the
   assessment of the ultimate collectibility of the loan.

      Classified assets, including non-performing assets, are set forth in
   the following table.

                                                  September 30  
                                               1996         1997
                                                 (in thousands)
    Non-performing loans:
     One- to four-family  . . . . . . . . .       $574       $1,796 
     Commercial real estate   . . . . . . .        708          646 
     Construction and land  . . . . . . . .      1,774          283 
     Commercial business  . . . . . . . . .        274           51 
     Consumer and other   . . . . . . . . .         84          385 
                                               -------      ------- 
     Total non-performing loans   . . . . .      3,414        3,161 
                                               -------      ------- 
    Foreclosed properties:
     One- to four-family  . . . . . . . . .        869          954 
     Commercial real estate   . . . . . . .        534          839 
     Land   . . . . . . . . . . . . . . . .         -            -  
                                               -------      ------- 
     Total foreclosed properties  . . . . .      1,403        1,793 
                                               -------      ------- 
    Total non-performing assets . . . . . .      4,817        4,954 

    Non-performing assets not included in
     classified assets due to adequate
     collateral value:
     One- to four-family loans  . . . . . .        (38)         (18)
     Commercial real estate loans   . . . .         -            -  
     Consumer loans   . . . . . . . . . . .        (15)         (30)
     Foreclosed properties  . . . . . . . .       (631)        (768)
    Additional classified assets (not
     considered non-performing):                                    
     One- to four-family loans  . . . . . .      1,216          856 
     Multi-family loans   . . . . . . . . .          -          233 
     Consumer loans   . . . . . . . . . . .         44           62 
     Commercial real estate loans   . . . .      1,311            - 
     Construction and land  . . . . . . .            -           78 
     Commercial business  . . . . . . . . .          -            - 
                                               -------      ------- 
    Total classified assets . . . . . . . .     $6,704       $5,367 
                                               =======      ======= 

     Total classified assets decreased to $5.4 million as of September 30,
   1997 from $6.7 million as of September 30, 1996.

     Any loans classified for regulatory purposes as Loss, Doubtful,
   Substandard or Special Mention that have not been included in non-
   performing loans do not (1) represent or result from trends or
   uncertainties which management reasonably expects will materially impact
   future operating results, liquidity or capital resources, or (2) represent
   material credits about which management is aware of any information which
   causes management to have serious doubt as to the ability of such borrower
   to comply with the loan repayment terms.

     As of September 30, 1997, management is not aware of any significant
   potential problem loans which are not included in non-performing loans.

     For the years ended September 30, 1997 and 1996, additional interest
   income which would have been recorded had the non-performing loans been
   current in accordance with their original terms amounted to $213,000 and
   $265,000, respectively. These amounts were not included in the Bank's
   income for these periods. The amounts that were included in interest
   income on such loans for these periods was $73,000 and $103,000,
   respectively.

     Allowance for losses on loans: Management has considered the Bank's
   delinquent loans, non-performing loans, and classified assets in
   establishing its allowance for losses on loans as of September 30, 1997.  
   The allowance reflects management's evaluation of the risks inherent in
   the Bank's loan portfolio and the collectibility of the delinquent loans
   and non-performing loans.  Although the Bank maintains its allowance at a
   level which it considers adequate to provide for potential losses, there
   can be no assurances that such losses will not exceed the estimated
   amounts or that higher provisions will not be necessary in the future. 

     The distribution of the allowance for losses on loans by type of loan is
   as follows (dollars in thousands):

   <TABLE>
   <CAPTION>

                                                       September 30, 1993                   September 30, 1994
                                                                       Percent of                           Percent of
                                                                        Loans in   Allowance                 Loans in
                                               Allowance     Total        Each         for        Total        Each
                                               for Losses     Loan     Category to   Losses       Loan     Category to
                                                on Loans    Balances   Total Loans  on Loans    Balances   Total Loans

    <S>                                           <C>        <C>           <C>        <C>        <C>             <C>
    Real estate loans:
     One- to four-family  . . . . . . . . . .     $  708     $300,625       72.01%    $  789     $319,355        70.88%
     Multi-family and commercial    . . . . .      3,377       91,062       21.81      3,556       99,103        22.00 
    Consumer loans  . . . . . . . . . . . . .        320       16,674        3.99        330       19,656         4.36 
    Commercial business . . . . . . . . . . .        532        9,142        2.19        652       12,436         2.76 
                                                   -----      -------     -------     ------      -------       ------ 
     Total  . . . . . . . . . . . . . . . . .     $4,937     $417,503      100.00%    $5,327     $450,550       100.00%
                                                  ======      =======     =======     ======      =======       ====== 


   <CAPTION>
                              September 30, 1995               September 30, 1996               September 30, 1997
                                             Percent of                        Percent of                       Percent
                                              Loans in                          Loans in                       of Loans
                        Allowance               Each     Allowance                Each    Allowance             in Each
                            for     Total     Category      for                 Category      for      Total   Category
                          Losses     Loan     to Total    Losses   Total Loan   to Total    Losses     Loan    to Total
                         on Loans  Balances    Loans     on Loans   Balances     Loans     on Loans  Balances    Loans

    <S>                    <C>     <C>           <C>       <C>        <C>          <C>       <C>      <C>         <C>
    Real estate
      loans:
     One- to four-
      family  . . . .      $1,262  $410,524      72.90%    $1,782     $426,245     71.28%    $1,361   $383,849    65.29%
     Multi-family
      and commercial        2,824    97,832      19.88      2,824      109,824     18.37      2,824    115,126    19.58 
    Consumer loans  .         360    28,697       5.24        351       51,219      8.57        241     76,469    13.01 
    Commercial
     business . . . .         825    10,853       1.98        816       10,691      1.78      1,371     12,429     2.12 
                           ------   -------     ------     ------      -------    ------     ------    -------   ------ 
     Total  . . . . .      $5,271  $547,906     100.00%    $5,773     $597,979    100.00%    $5,797   $587,873   100.00%
                           ======   =======     ======     ======      =======    ======     ======    =======   ====== 
    </TABLE>

   Investment Activities - General

      The Company's investment policy provides for a held-to-maturity
   portfolio, an available-for-sale portfolio, and a trading portfolio. 
   Securities purchased for the held-to-maturity portfolio are made with the
   intent to hold until maturity.  This portfolio is accounted for on an
   amortized cost basis.  Securities in the available-for-sale portfolio are
   accounted for at fair value, with unrealized gains and losses excluded
   from earnings and reported as a separate component of stockholders'
   equity.   All U.S. government and agency securities are currently held in
   the available-for-sale portfolio.  The Company does not presently hold any
   securities in its trading portfolio.  

   Investment Activities - Mortgage Securities

      The Bank purchases mortgage securities to supplement loan production
   and to provide collateral for borrowings. 

      The following table shows purchases and repayments of mortgage
   securities:


                                        Year Ended September 30  
                                       1995       1996       1997   
                                             (in thousands)

    At beginning of period  . . .    $240,676   $351,599   $337,794 
    Business acquisitions . . . .      34,168        -          -  
    Purchases . . . . . . . . . .     118,139     46,924     73,149 
    Principal repayments and          (37,782)   (59,016)   (55,684)
     amortization . . . . . . . .
    Sales . . . . . . . . . . . .      (9,459)       -          - 
    Market value adjustment . . .       5,857     (1,713)     2,953 
                                     --------   --------   -------- 
    At end of period  . . . . . .    $351,599   $337,794   $358,212 
                                     ========   ========   ======== 

      The following table shows the carrying value of the Company's
   mortgage-related securities by type:

   <TABLE>
   <CAPTION>
                                                              September 30
                 Type                   1993        1994          1995         1996          1997
                                                             (in thousands)
    <S>                                 <C>          <C>           <C>         <C>           <C>       
    Mortgage-backed securities
     held to maturity:
     One- to four-family  . . . . .     $164,921     $ 29,201      $ 44,767    $ 11,011      $  8,322
     Multi-family   . . . . . . . .        4,843            -             -           -             -
     Commercial real estate   . . .           80            -             -           -             -
                                         -------      -------      --------    --------      --------
                                         169,844       29,201        44,767      11,011         8,322
    Mortgage-related securities
     held to maturity:
     Fixed-rate CMOs (1-4 family)         35,610       69,633       107,700     132,246       166,880
     Floating-rate CMOs (1-4
      family)   . . . . . . . . . .            -            -        43,606      39,224        51,571
     Interest-only strips   . . . .           91            -             -           -             -
     Principal-only strips  . . . .       10,071            -             -           -             -
     CMO residual   . . . . . . . .           23            -             -           -             -
                                         -------      -------      --------    --------      --------
                                          45,795       69,633       151,306     171,470       218,451

    Mortgage-backed securities
     One-to four-family   . . . . .           -       129,000       143,971     139,766       117,033
     Multi-family   . . . . . . . .           -         2,213         1,060         321           300
                                         -------      -------      --------    --------      --------
                                              -       131,213       145,031     140,087       117,333
    
    Mortgage-related securities
     available for sale:
     CMOs (1-4 family)  . . . . . .           -             -             -       5,684         5,357
     Interest-only strips   . . . .           -         3,948         2,738       2,815         2,194
     Principal-only strips  . . . .           -         6,681         7,757       6,727         6,555
                                         -------      -------      --------    --------      --------
                                              -        10,629        10,495      15,226        14,106
                                         -------      -------      --------    --------      --------
    Total mortgage securities . . .     $215,639     $240,676      $351,599    $337,794      $358,212
                                         =======      =======      ========    ========      ========
   </TABLE>


      Mortgage-backed securities:  Almost all of the Company's
   mortgage-backed securities are either (1) one- to four-family mortgage
   securities issued by the Government National Mortgage Association
   ("GNMA"), the Federal National Mortgage Association ("FNMA"), or the
   Federal Home Loan Mortgage Corporation ("FHLMC"); or (2) one- to four-
   family mortgage securities with at least an AA rating from a national
   rating agency. Accordingly, management believes that most of the Company's
   mortgage-backed securities are generally resistant to credit problems. 

      Mortgage-related securities:  All except one of the Company's mortgage-
   related securities are either (1) derived from (and therefore backed by)
   mortgage-backed securities issued by GNMA, FNMA or FHLMC;   or (2)  have
   at least a AA rating from a national rating agency and are backed by one-
   to four-family residential mortgage loans.  The only exception is a
   floating-rate CMO with a net book value of $4.7 million at September 30,
   1997 which has an A rating.

      The CMO mortgage securities consist of  (1) short-term, primarily
   sequential pay class, fixed-rate  securities with projected average lives
   as of the date of purchase of between two and four years, and (2) floating
   rate securities for which the rate is based on a predetermined margin over
   the London Interbank Borrowing Rate (LIBOR) with a lifetime cap.  The
   risks involved in holding these securities are similar to the risks
   involved in holding mortgage-backed securities.  The risks relating to the
   fixed-rate securities are that (1) prepayment rates on the underlying
   mortgage-backed securities will be less than projected, resulting in a
   longer than expected life probably during a period in which market
   interest rates have increased (extension risk), and (2) prepayment rates
   on the underlying mortgage-backed securities will exceed projections
   resulting in a shorter than expected life possibly during a period in
   which the funds will have to be reinvested at lower market interest rates
   (prepayment risk and reinvestment risk). The risks relating to the
   floating-rate securities include (1) that market rates will exceed the
   lifetime cap, and (2) that the index used to determine the rate on the
   security will change in a manner different than the Company's short-term
   cost of funds.

      Interest-only strip mortgage securities receive only the interest
   portion of the payments received by the underlying mortgage-backed
   securities.  The risk involved in holding interest-only strips is that the
   underlying mortgage-backed securities will prepay at a faster rate than
   originally projected.  Faster prepayments reduce the yield and the market
   value of the strip since less interest is received over the life of the
   security.   The Company has purchased interest-only strips to protect
   against increases in interest rates, since interest-only strip securities
   increase in value if prepayments decrease, which generally occurs if
   interest rates increase.

      Principal-only strip mortgage securities receive only the principal
   portion of the payments received by the underlying mortgage-backed
   securities.  The risk involved in holding a principal-only strip is that
   the underlying mortgage-backed securities will prepay at a slower rate
   than originally projected.  This reduces the yield rate on the strip since
   the principal payments are received over a longer time period.  The
   Company has purchased principal-only strips to protect against prepayment
   risk and reinvestment risk since these securities increase in value if
   prepayments increase, which generally occurs if interest rates decrease. 

   Investment Activities - Other

      In addition to lending activities and investments in mortgage
   securities, the Company and the Bank conduct other investment activities
   on an ongoing basis in order to diversify assets, limit interest rate risk
   and credit risk, and to meet regulatory liquidity requirements. 
   Investment decisions are made by authorized officers in accordance with
   policies established by the respective Boards of Directors.

      The Company and the Bank normally invest in high quality short- and
   medium-term investments, primarily interest-bearing deposits of insured
   banks and U.S. government and agency securities. Under their investment
   policies, the Company and the Bank may also invest in high-grade corporate
   bonds, mutual funds, repurchase agreements, federal funds, high-grade
   commercial paper, banker's acceptances, municipal and state government
   obligations, financial futures contracts, foreign bank CDs, and asset-
   backed securities.  No such investments were made during 1997 but they may
   be made in the future, depending on market conditions.

      The Bank is required by federal regulations to maintain a minimum
   amount of liquid assets that must be invested in specified securities. 
   Cash flow projections are regularly reviewed and updated to assure that
   adequate liquidity is provided. As of September 30, 1997, the Bank's
   liquidity ratio (liquid assets as a percentage of net withdrawable savings
   and current borrowings) was 8.5% compared to the OTS requirement of 5.0%.

      The following table sets forth the composition of the Company's other
   investments at the dates indicated.

   <TABLE>
   <CAPTION>
                                                             September 30
                                            1995                 1996                1997
                                      Carrying   % of     Carrying    % of    Carrying    % of
                                       Value     Total     Value      Total     Value     Total 
                                                        (dollars in thousands)

    <S>                               <C>         <C>      <C>         <C>     <C>        <C>
    Securities available for sale:
     U.S. government and agency
       securities   . . . . . . . .   $25,016     100.0%   $29,385     100.0%  $19,956    100.0%
                                      -------     -----    -------    ------    ------    ----- 
     Total    . . . . . . . . . . .   $25,016     100.0%   $29,385     100.0%  $19,956    100.0%
                                      =======     =====    =======    ======    ======    ===== 

    Other investments:
     Demand deposits in other
       financial institutions . . .    $9,603      48.6%   $17,715      65.3%  $30,519     76.4%
     Time deposits in other
       financial institutions . . .       308       1.6        611       2.3       509      1.3 
                                      -------   -------    -------    ------  --------   ------ 
     Subtotal   . . . . . . . . . .     9,911      50.2     18,326      67.6    31,028     77.7 
     FHLB stock   . . . . . . . . .     9,848      49.8      8,796      32.4     8,918     22.3 
                                      -------   -------    -------    ------   -------   ------ 
    Total   . . . . . . . . . . . .   $19,759     100.0%   $27,122     100.0%  $39,946    100.0%
                                      =======   =======    =======    ======   =======   ====== 
   </TABLE>

      The composition and contractual maturities (except for securities
   available for sale, which are classified as maturing in one year) of the
   available for sale portfolio and the investment portfolio, excluding FHLB
   stock, is indicated in the following table.

   <TABLE>
   <CAPTION>
                                               At September 30, 1997        
                                                                          Total
                                     Less Than  1 to 10  Over 10   Carrying    Market
                                      1 Year     Years    Years     Value      Value 
                                                   (dollars in thousands)

    <S>                               <C>       <C>       <C>        <C>        <C>
    Securities available for sale:
     U.S. government securities and
       federal agency obligations(1)  $19,956    $   -    $    -     $19,956    $19,956
                                      =======   ======   =======     =======    =======
    Other investments:
     Demand deposits in other
       financial institutions . . .  $ 30,519   $    -    $    -   $ 30,519     $30,519
     Time deposits in other
       financial institutions . . .       509        -         -        509         509
                                     --------   ------   --------   -------     -------
     Total    . . . . . . . . . . .   $31,028   $    -    $    -    $31,028     $31,028
                                      =======   ======   =======     =======    =======
    Total securities available for
     sale and other investments   .   $50,984   $    -    $    -    $50,984     $50,984
                                      =======   ======   =======     =======    =======
    Weighted average yield  . . . .      6.34%                         6.34%
                                         =====                         =====
   _________________________
   (1)  These securities contractually mature between one and five years from
        September 30, 1997 but are classified as maturing in one year as they
        are classified as available for sale.
   </TABLE>


   Subsidiaries

      As of September 30, 1997, the Bank had three active wholly-owned
   subsidiaries, Advantage Real Estate Services, Inc. ("ARES"), Advantage
   Investments, Inc. ("AII") and Advantage Financial Services and Insurance,
   Inc.("AFS&I").

      As of September 30, 1997, ARES had investments in three partnerships,
   Cranberry III Partnership, Geneva Professional Building Associates, and
   Pleasantview Limited Partnership with book values of $786,000, $217,000
   and $481,000, respectively.  These partnerships have investments in real
   estate.  In addition to ARES' investment, the Company has a total of $5.7
   million in adjustable-rate mortgage loans to the Cranberry III Partnership
   as of September 30, 1997.  These loans are guaranteed by the individual
   partners in a percentage equal to their percentage interest in the
   partnership.

      ARES owns a 50% interest in the Cranberry III Partnership, which owns a
   264 unit apartment complex located in Kenosha.  The other partners in this
   project are two real estate professionals. A corporation owned by these
   individuals is acting as operating manager on the project. Occupancy is in
   excess of 90%. 

      ARES owns a 77% interest in Geneva Professional Building Associates,
   which owns a medical office building in Lake Geneva, Wisconsin.

      AII is a Nevada corporation formed in December, 1992 to hold and manage
   certain investments in mortgage-related securities. At September 30, 1997,
   AII's total investment in mortgage-related securities was $181.0 million
   and its investment in U.S. government agency securities was $5.0 million. 
   These investments are not subject to state income tax because Nevada has
   no state income tax.  

      AFS&I is a Wisconsin corporation which is engaged in the business of
   selling non-insured investments and insurance and providing financial
   planning. Total commissions generated by the AFS&I for the 1997 fiscal
   year were $610,000. 

   Sources of Funds

      General. The Bank's primary sources of funds are deposits, principal
   and interest payments on loans receivable and mortgage-related securities,
   reverse repurchase agreements and FHLB borrowings.

      Deposits. The Bank attracts both short-term and long-term deposits from
   the Bank's primary market area by offering a wide assortment of accounts
   and rates. The Bank offers regular passbook accounts, NOW accounts, money
   market accounts, fixed-rate certificates of deposits with varying
   maturities and individual retirement accounts. Deposit account terms vary
   based on the type of account. 

      In setting rates for deposits, the Bank regularly evaluates (1) the
   cost of borrowing funds, (2) rates offered by competing institutions,
   (3) its investment and lending opportunities, and (4) its liquidity
   position.  In order to decrease the volatility of its deposits, the Bank
   imposes early withdrawal penalties on its certificates of deposit. The
   Bank had $89.3 million and $74.6 million in brokered certificates of
   deposits as of  September 30, 1996 and September 30, 1997, respectively.

      The following table presents, by various interest-rate intervals, the
   Bank's long-term (one year and over) time deposits as of the dates
   indicated.

                                September 30
    Interest  rate       1995      1996       1997
                               (In thousands)

    below 4.00% . . .    $2,141      $114        $815
    4.00 - 5.99%  . .   176,292   183,666     155,146
    6.00 - 7.99%  . .   122,341   115,153     139,818
    8.00% and above .     1,668       552         414
                        -------   -------     -------
                       $302,442  $299,485    $296,193
                        =======   =======     =======


     The following table presents, by various interest-rate intervals, the
   amounts of long-term (one year and over) time deposits at September 30,
   1997 maturing during the periods indicated.

   <TABLE>
   <CAPTION>
                                 3.99%     4.00%      6.00%      8.00%
                                  or        to          to        and                 Percent
                                  Less     5.99%      7.99%      above      Total    of Total
                                                    (dollars in thousands)

    <S>                            <C>      <C>        <C>          <C>    <C>           <C>
    Accounts maturing in year
       ending:
     September 30, 1998   . .      $609     $89,997    $61,517      $293   $152,416      51.5%
     September 30, 1999   . .       206      42,488     23,028       121     65,843      22.2 
     September 30, 2000   . .         0      17,670     48,061         0     65,731      22.2 
     After September 30, 2000         0       4,991      7,212         -     12,203       4.1 
                                   ----     -------    -------      ----    -------     ----- 
    Total . . . . . . . . . .      $815    $155,146   $139,818      $414   $296,193     100.0%


    Percent of total  . . . .      0.3%       52.4%      47.2%      0.1%     100.0%
                                  ====       =====      =====     =====     ====== 

   </TABLE>

      The following table presents the maturities of the Bank's time deposits
   in amounts of $100,000 or more at September 30, 1997 by time remaining to
   maturity.

                                                       September 30,
                                                           1997    
                Maturities                            (In thousands)

    October 1, 1997 through December 31, 1997 . . .         $12,578    
    January 1, 1998 through March 31, 1998  . . . .           7,859    
    April 1, 1998 through June 30, 1998 . . . . . .           4,827    
    July 1, 1998 through September 30, 1998 . . . .           6,356    
    October 1, 1998 and after . . . . . . . . . . .           8,199    
                                                          ---------    
                                                            $39,819    
                                                          =========    

      The Bank's deposit base at September 30, 1997 included $391.9 million
   of certificates of deposits with a weighted average interest rate of
   5.79%.  Of these certificates of deposit, $248.1 million will mature
   during the 12 months ending September 30, 1998.  The Company will seek to
   retain these deposits consistent with its long-term objective of
   maintaining acceptable interest rate spreads.  Depending upon interest
   rates existing at the time such certificates mature, the Bank's cost of
   funds may be significantly affected by the maturity of these certificates.


   Sources of Funds - Borrowings

      The Bank's other available sources of funds include borrowings from the
   FHLB and reverse repurchase agreements.

      As a member of the FHLB, the Bank is required to own capital stock in
   the FHLB and is authorized to apply for borrowings from the FHLB. FHLB
   credit programs have a wide range of terms and maturities, and rates may
   be fixed or variable. The FHLB may prescribe the acceptable uses for these
   borrowings, as well as limitations on the size of the advances and
   repayment provisions.

      The Bank has also entered into sales of securities under agreements to
   repurchase ("reverse repurchase agreements") with securities dealers and
   other institutions. Reverse repurchase agreements are accounted for as
   borrowings by the Bank and are generally secured by mortgage-backed
   securities. The proceeds of these transactions are used to meet cash flow
   needs of the Bank. Certain risks are associated with the use of reverse
   repurchase agreements, including the possibility that additional
   collateral will be required in the event the value of the collateral falls
   and the possibility that these short-term agreements may not be renewed
   upon their expiration.

      The following table sets forth the maximum month-end balance and the
   average daily balance of FHLB borrowings and securities sold under
   agreements to repurchase.

                                              Year Ended September 30
                                              1995      1996       1997  
                                                   (in thousands)
    Maximum month-end balance:
     FHLB borrowings  . . . . . . . . . .    $163,010  $175,910   $176,360
     Securities sold under agreements to
       repurchase . . . . . . . . . . . .      12,110    48,355     83,262
    Average daily balance:
     FHLB borrowings  . . . . . . . . . .     150,484   165,131    164,710
     Securities sold under agreements to
       repurchase . . . . . . . . . . . .       4,289    19,779     72,105


      The following table sets forth certain information as to the Bank's
   FHLB borrowings and securities sold under agreements to repurchase as of
   the dates indicated.
                                                      September 30
                                               1995       1996       1997
                                                     (in thousands)
    FHLB  borrowings  . . . . . . . . . . .   $163,010   $175,910    $176,360
    Securities sold under agreements to
     repurchase   . . . . . . . . . . . . .     12,110     48,355      72,115
                                               -------    -------     -------
    Total borrowings  . . . . . . . . . . .   $175,120   $224,265    $248,475
                                               =======    =======     =======
    Weighted average interest rate of FHLB
     borrowings   . . . . . . . . . . . . .      6.20%      6.16%       6.44%
    Weighted average interest rate of
     securities sold under agreements to
     repurchase   . . . . . . . . . . . . .      5.77%      5.66%       5.77%


   Employees

      At September 30, 1997, the Company and its subsidiaries had a total of
   271 full-time employees and 58 part-time employees. None of the these
   employees are represented by any collective bargaining group. Management
   considers its employee relations to be excellent.


                                   REGULATION

   General

      The Bank is a federally-chartered savings institution, the deposits of
   which are federally insured (up to applicable regulatory limits) by the
   FDIC.  Accordingly, the Bank is subject to broad federal regulation and
   oversight extending to all aspects of its operations.  The Bank's primary
   federal regulator is the OTS.  The Bank is a member of the Federal Home
   Loan Bank of Chicago ("FHLB Chicago") and is subject to certain limited
   regulation by the Board of Governors of the Federal Reserve System (the
   "Federal Reserve Board").  As the savings and loan holding company of the
   Bank, the Company also is subject to regulation by the OTS.

   Legislative Proposals

   Several broad financial reform proposals were introduced in Congress in
   1997 which, by their terms, could significantly affect federally chartered
   savings institutions, including proposals which would eliminate the
   federal thrift charter and require federal thrifts, such as the Bank, to
   convert to national banks.  Management of the Company is unable to predict
   whether any such legislative proposal will be enacted into law in its
   current form or with substantial modifications and, accordingly,
   management cannot predict what impact, if any, such legislation may have
   on the Company or the Bank.

   Federal Regulation of Savings Banks

      The OTS has extensive regulatory and supervisory authority over the
   operations of all insured savings institutions, including the Bank.  This
   regulation and supervision establishes a comprehensive framework of
   activities in which the Bank can engage and is intended primarily for the
   protection of the deposit insurance fund and depositors.  It also gives
   the regulatory authorities extensive discretion in connection with their
   supervisory and enforcement activities and examination policies, including
   policies with respect to the classification of assets and the
   establishment of adequate loan loss reserves for regulatory purposes.  Any
   change in the laws and regulations governing the operations of the Bank
   could have an adverse impact on the Bank and its operations.

      The OTS also has enforcement authority over all savings institutions
   and their holding companies, including the Bank and the Company, and their
   affiliated parties.  This enforcement authority includes, among other
   things, the ability to assess civil money penalties, issue cease-and-
   desist or removal orders and initiate injunctive actions.  In general,
   these enforcement actions may be initiated for violations of laws or
   regulations or for unsafe or unsound practices.  Other actions or
   inactions may provide the basis for enforcement action, including
   misleading or untimely reports filed with the OTS.  Except under certain
   circumstances, public disclosure of final enforcement actions by the OTS
   is required.

      The Bank is required to file periodic reports with the OTS and is
   subject to periodic examinations by the OTS and the FDIC.  When these
   examinations are conducted, the examiners may, among other things, require
   the Bank to provide for higher general or specific loan loss allowances or
   write down the value of certain assets.  The last regular examination of
   the Bank by the OTS was as of June 30, 1996 and the last examination by
   the FDIC was as of January 31, 1990.

      The OTS assesses all savings institutions to fund the operations of the
   OTS.  The general assessment, to be paid on a semi-annual basis, is
   computed upon a savings institution's total assets, including consolidated
   subsidiaries, as reported in the institution's latest Quarterly Thrift
   Financial Report.  The Bank's OTS assessment for the six-month period
   ended December 31, 1997 was $103,000 (based upon the Bank's assets as of
   March 31, 1997 of $1.01 billion and the current OTS assessment rate).

   Business Activities

      The activities of savings associations are governed by the Home Owner's
   Loan Act of 1933, as amended (the "HOLA") and, in certain respects, the
   Federal Deposit Insurance Act ("FDI Act").  The HOLA and the FDI Act were
   amended by the Financial Institutions Reform, Recovery and Enforcement Act
   of 1989 ("FIRREA") and the Federal Deposit Insurance Corporation
   Improvement Act of 1991 ("FDICIA").  FIRREA and FDICIA contain provisions
   affecting numerous aspects of the operations and regulation of federally-
   insured savings institutions and empower the OTS and the FDIC, among other
   agencies, to promulgate regulations implementing the provisions thereof.

      The federal banking statutes as amended by FIRREA and FDICIA (1)
   restrict the solicitation of brokered deposits by troubled savings
   associations that are not well-capitalized, (2) prohibit the acquisition
   of any corporate debt security that is not rated in one of the four
   highest rating categories, (3) restrict the aggregate amount of loans
   secured by non-residential real property to 400% of capital, (4) permit
   savings and loan holding companies to acquire up to 5% of the voting
   shares of non-subsidiary savings associations or savings and loan holding
   companies without prior approval, (5) permit bank holding companies to
   acquire healthy savings associations, and (6) require the federal banking
   agencies to establish, by regulation, standards for extension of credit
   secured by real estate lending.  Under HOLA, the Bank does have the
   authority to make (i) non-conforming loans (loans in excess of the
   specific limitations of HOLA) not exceeding 5.0% of its total assets, and
   (ii) construction loans without security for the purpose of financing what
   is expected to be residential property not to exceed, in the aggregate,
   the greater of total capital or 5.0% of its total assets.  To assure
   repayment of such loans, the Bank relies substantially on the borrower's
   general credit standing, personal guarantees and projected future income
   on the properties.  

   Brokered Deposits; Interest Rate Limitations

      FDIC regulations promulgated under FDICIA govern the acceptance of
   brokered deposits by insured depository institutions.  The capital
   position of an institution determines whether and with what limitations an
   institution may accept brokered deposits.  A "well capitalized"
   institution (one that significantly exceeds specified capital ratios) may
   accept brokered deposits without restriction.  "Undercapitalized"
   institutions (those that fail to meet minimum regulatory capital
   requirements) may not accept brokered deposits and "adequately
   capitalized" institutions (those that are not "well capitalized" or
   "undercapitalized") may only accept such deposits with the consent of the
   FDIC.  "Adequately capitalized" institutions may apply for a waiver by
   letter to the FDIC.  An institution that is not "well capitalized," even
   if meeting minimum capital requirements, may not solicit brokered or other
   deposits by offering interest rates that are significantly higher than the
   relevant local or national rate as determined under the regulations.  The
   Bank meets the definition of a "well capitalized" institution and,
   therefore, may accept brokered deposits without restriction.  At September
   30, 1997, the Bank had $74.6 million of brokered deposits.

   Uniform Lending Standards

      Under FDICIA, federal bank regulators are required to adopt uniform
   regulations prescribing standards for extensions of credit that are
   secured by liens on interests in real estate or made for the purpose of
   financing the construction of a building or other improvements to real
   estate.  Under current regulations, savings institutions must adopt and
   maintain written policies that establish appropriate limits and standards
   for extensions of credit that are secured by liens on or interests in real
   estate or are made for the purpose of financing permanent improvements to
   real estate.  These policies must establish loan portfolio diversification
   standards, prudent underwriting standards (including loan-to-value limits)
   that are clear and measurable, loan administration procedures and
   documentation, approval and reporting requirements.  The real estate
   lending policies must reflect consideration of the Interagency Guidelines
   for Real Estate Lending Policies that have been adopted by federal bank
   regulators.

   Standards for Safety and Soundness

      As required by FDICIA and subsequently amended by the Riegle Community
   Development and Regulatory Improvement Act of 1994, the OTS and other
   federal banking regulators have adopted interagency guidelines
   establishing standards for safety and soundness for depository
   institutions on matters such as internal controls and audit systems, loan
   documentation, credit underwriting, interest-rate risk exposure, asset
   growth, asset quality, earnings and compensation and other benefits.  The
   agencies may request a compliance plan from any institution which fails to
   meet one or more of the standards.  

   Branching by Federally Chartered Banks

      OTS rules permit nationwide branching by federally chartered savings
   institutions to the extent permitted by federal statute, subject to OTS
   supervisory clearance.  This permits institutions with interstate networks
   to diversify their loan portfolios and lines of business.  OTS authority
   preempts any state law purporting to regulate branching by federal savings
   institutions.  However, subject to certain exceptions, federal law
   continues to prohibit branching which would result in formation of a
   multiple savings and loan holding company controlling savings institutions
   in more than one state, unless the statutory law of the additional state
   specifically authorizes acquisition of its state-chartered institutions by
   state-chartered institutions or their holding companies in the state where
   the acquiring institution or holding company is located.

   Insurance of Accounts and Regulation by the FDIC

      The Bank is a member of FDIC.  Savings deposits are insured up to
   applicable limits by the FDIC and such insurance is backed by the full
   faith and credit of the United States government.  In its capacity as an
   insurer, the FDIC imposes deposit insurance premiums and is authorized to
   conduct examinations of, and to require reporting by, FDIC-insured
   institutions.  It also may prohibit any FDIC insured institution from
   engaging in any activity that the FDIC determines by regulation or order
   to pose a serious risk to the FDIC.  Under the FDI Act and FIDICIA, the
   FDIC also has the authority to initiate enforcement actions against
   savings institutions, after giving the OTS an opportunity to take such
   action, and may terminate an institution's deposit insurance if it
   determines that the institution has engaged or is engaging in unsafe or
   unsound practices, or is in an unsafe or unsound condition.  Management
   does not know of any practice, condition or violation of the Bank that
   could lead to termination of deposit insurance for the accounts of the
   Bank.

      Deposits of the Bank are currently insured by the FDIC under the
   Savings Association Insurance Fund ("SAIF").  The FDIC also maintains the
   Bank Insurance Fund ("BIF"), which primarily insures the deposits of
   commercial banks (and some state savings banks).  Applicable law requires
   that the SAIF and BIF each achieve and maintain a ratio of insurance
   reserves to total insured deposits equal to 1.25%.  The BIF reached this
   1.25% reserve level in 1995, and the FDIC thereafter reduced BIF premiums
   for most banks.  As a result of such reduction, the highest-rated BIF-
   insured institutions pay the statutory annual minimum of $2,000 for FDIC
   insurance.

      Prior to January 1, 1997, SAIF-member institutions paid deposit
   insurance premiums based on a schedule of $0.23 to $0.31 per $100 of
   deposits, creating a substantial disparity between SAIF and BIF deposit
   insurance premiums.  On September 30, 1996 President Clinton signed into
   law the Deposit Insurance Funds Act of 1996 (the "1996 Deposit Insurance
   Act") which, among other things, provided for the recapitalization of the
   SAIF through a one-time special assessment of approximately 65.7 basis
   points on the amount of deposits held by each SAIF-insured institution as
   of March 31, 1995.  The one-time special assessment payable by the Bank as
   of September 30, 1996 was $4.4 million.

      As a result of the recapitalization of the SAIF by the special
   assessment, SAIF insurance premiums were substantially reduced, effective
   as of January 1, 1997, with the highest rated SAIF-insured institutions,
   such as the Bank, paying the statutory minimum of $2,000 plus 6.4 basis
   points for payment of the FICO obligations referenced below, thereby
   eliminating the disparity between the premiums paid by SAIF and BIF
   members of equivalent rating (except for the differential in the FICO
   portion of the premiums as described below).

      The 1996 Deposit Insurance Act also provided for full pro rata sharing
   by SAIF and BIF institutions, beginning no later than January 1, 2000, of
   the debt service obligation on bonds issued by the federally chartered
   Financing Corporation ("FICO") to fund the thrift rescue plan of the late
   1980's, and until such time the premiums for BIF and SAIF will include a
   portion for FICO bond debt service of 1.3 and 6.4 basis points, for BIF
   and SAIF respectively, effective as of January 1, 1997.  The 1996 Deposit
   Insurance Act further provides that the BIF and SAIF will be merged on
   January 1, 1999 if bank and savings association charters are merged into a
   single federal charter by that date, in which case full pro-rata sharing
   of the FICO obligation will commence on that date.  

      FDICIA required the FDIC to implement a risk-based deposit insurance
   assessment system.  Pursuant to this requirement, the FDIC has adopted a
   risk-based assessment system under which all insured depository
   institutions are placed into one of nine assessment risk classifications
   and assessed insurance premiums based upon their level of capital and
   supervisory evaluation.   The FDIC assigns an institution to one of three
   capital categories consisting of (i) well capitalized, (ii) adequately
   capitalized or (iii) undercapitalized, and one of three supervisory
   subcategories.  The supervisory subgroup to which an association is
   assigned is based on a supervisory evaluation provided to the FDIC by the
   association's primary federal regulator and information which the FDIC
   determines to be relevant to the association's financial condition and the
   risk posed to the deposit insurance funds (which may include, if
   applicable, information provided by the association's state supervisor). 
   An association's assessment rate depends on the capital category and
   supervisory category to which it is assigned.  

      The FDIC is authorized to increase assessment rates, on a semiannual
   basis, if it determines that the reserve ratio of the SAIF will be less
   than the designated reserve ratio of 1.25% of SAIF insured deposits.  In
   setting these increased assessments, the FDIC must seek to restore the
   reserve ratio to that designated reserve level, or such higher reserve
   ratio as established by the FDIC.  In addition, under FDICIA, the FDIC may
   impose special assessments on SAIF members to repay amounts borrowed from
   the United States Treasury or for any other reason deemed necessary by the
   FDIC.  

      As of September 30, 1997, the Bank had approximately $620 million of
   deposit accounts covered by deposit insurance and was classified as well
   capitalized and healthy.  

   Regulatory Capital Requirements

      Federally-insured savings institutions, such as the Bank, are required
   to maintain certain minimum levels of regulatory capital.  The OTS has
   established three different capital standards: (i) a 1.5% "tangible
   capital" standard; (ii) a 3% "leverage ratio" (or core capital ratio); and
   (iii) an 8% "risk-based capital" standard.  These capital requirements
   must be generally as stringent as the comparable capital requirements for
   national banks.  The OTS is also authorized to impose capital requirements
   in excess of these standards on individual institutions on a case-by-case
   basis.  Savings institutions must meet all of the standards in order to
   comply with the capital requirements.

      The following table summarizes the Bank's capital ratios and the ratios
   required by OTS federal regulations at September 30, 1997:

                                                             Risk-
                                      Tangible     Core      based
                                       Capital    Capital   Capital
                                         (Dollars in thousands)
    
       Bank's regulatory percentage      6.43%      6.43%    14.81%
     Required regulatory percentage      1.50%      3.00%     8.00%
                                        -----     ------    ------ 
       Excess regulatory percentage      4.93%      3.43%     6.81%
                                        =====     ======    ====== 
         Bank's regulatory capital    $65,339    $65,339   $71,121
       Required regulatory capital     15,235     30,470    38,420
                                       ------     ------    ------
         Excess regulatory capital    $50,104    $34,869   $32,701
                                       ======     ======    ======


      The capital standards established by the OTS require tangible capital
   of at least 1.5% of adjusted total assets (as defined by regulation). 
   Tangible capital generally includes common stockholders' equity (including
   retained earnings) and certain noncumulative perpetual preferred stock and
   related surplus, less equity and debt investments in subsidiaries which
   are not "includable" subsidiaries.  For this purpose all subsidiaries
   engaged solely in activities permissible for national banks or engaged
   solely in mortgage banking or in certain other activities solely as agent
   for its customers are "includable" subsidiaries. The Bank's wholly-owned
   subsidiary, Advantage Real Estate Services, Inc., is not an includable
   subsidiary and, accordingly, its assets are not included in the Bank's
   assets and capital for purposes of determining the Bank's regulatory
   capital.   In addition, all intangible assets, other than a limited amount
   of mortgage servicing rights, must be deducted from tangible capital.  At
   September 30, 1997, the Bank had $3.9 million in intangible assets (net of
   applicable income tax effect) relating to the acquisition of branch
   deposits which is a deduction from capital for regulatory purposes. 

      The OTS capital standards also require core capital equal to at least
   3% of adjusted total assets.  Core capital generally consists of tangible
   capital plus certain intangible assets, including mortgage servicing
   rights and purchased credit card relationships (subject to certain
   valuation and other percentage limitations).  As a result of the prompt
   corrective action provisions of FDICIA and OTS regulations thereunder
   discussed below, however, a savings association must maintain a core
   capital ratio of at least 4% to be considered adequately capitalized
   unless it is rated a composite 1 (the highest rating) under the "CAMEL"
   rating system for savings institutions, in which case it is allowed to
   maintain a 3% core capital ratio. 

      The OTS risk-based capital standard requires savings institutions to
   have total capital of at least 8% of risk-weighted assets.  Total capital
   consists of core capital (subject to certain exclusions described below)
   and supplementary capital, minus the amount of its interest rate risk
   ("IRR") component discussed below.  Supplementary capital consists of
   certain types of subordinated debt, certain nonwithdrawable accounts and
   certain other capital instruments that do not qualify as core capital and
   a portion of an institution's general valuation loan and lease loss
   allowances up to a maximum of 1.25% of risk-weighted assets. 
   Supplementary capital may be used to satisfy the risk-based requirement
   only up to the amount of core capital.  At September 30, 1997, the Bank
   had not issued any capital instruments that qualified as supplementary
   capital and had $5.8 million of general valuation loan and lease loss
   allowances included in supplementary capital.

      Certain exclusions from capital and assets are required to be made for
   the purpose of calculating total capital, in addition to the adjustments
   required for calculating core capital.  Such exclusions consist of equity
   investments (as defined by regulation) and that portion of land loans and
   nonresidential construction loans in excess of an 80% loan-to-value ratio
   and reciprocal holdings of qualifying capital instruments.  At September
   30, 1997, the Bank excluded all of its $2.1 million investments in its
   unconsolidated partnerships for this purpose.

      In determining the amount of risk-weighted assets, all assets,
   including certain off-balance sheet items, are multiplied by a risk weight
   ranging from 0% to 100%, as assigned by the OTS capital regulation, based
   on the risks OTS believes are inherent in the type of asset.  

      A savings association whose measured interest rate risk (IRR) exposure
   exceeds 2% must deduct an IRR component in calculating its total capital
   for purposes of determining whether it meets its risk-based capital
   requirement.  The IRR component is an amount equal to the product of (i)
   50% of the difference between its measured interest-rate risk exposure and
   2%, multiplied by (ii) the estimated economic value of its total assets. 
   This exposure is a measure of the potential decline in the Net Portfolio
   Value ("NPV") of a savings institution, that would result from a
   hypothetical 200 basis point increase or decrease (except when the 3-month
   Treasury bond equivalent yield is less than 4%, in which case the decrease
   will be one-half such Treasury rate) in market interest rates (whichever
   results in a lower NPV) divided by the estimated economic value of assets
   (calculated in accordance with certain OTS guidelines).  The OTS will
   calculate changes in an institution's NPV from data submitted by the
   institution in a schedule to its Quarterly Thrift Financial Report.  NPV
   is the present value of expected cash flows from assets, liabilities and
   off-balance sheet contracts.  Management does not expect this rule to have
   a material impact of the Bank.

      Pursuant to FDICIA, in December 1994, the federal banking agencies,
   including the OTS, also adopted final regulations authorizing the agencies
   to require a depository institution to maintain additional total capital
   to account for concentration of credit risk and the risk of non-
   traditional activities, as well as an institution's ability to monitor and
   control such risks.  While no quantitative measure will be generally
   applicable, the OTS is given authority to require individual institutions
   to maintain higher capital levels than those required under the
   quantitative tests described above, based upon such institution's
   particular concentration of credit risk and risks arising from
   nontraditional activities, as identified by OTS from time to time. 
   Management does not believe that the Bank has any concentrations of credit
   or is a engaged in any non-traditional activities which in either case are
   likely to cause the OTS to require the Bank to maintain additional capital
   under this regulation.  

   Prompt Corrective Action Requirements

      FDICIA establishes a system of prompt corrective action to resolve the
   problems of undercapitalized institutions.  Under this system, federal
   bank regulators are required to take certain supervisory actions with
   respect to undercapitalized institutions, the severity of which depends
   upon the institution's degree of capitalization.  FDICIA establishes the
   following 5 capital categories:  "well capitalized", "adequately
   capitalized", "undercapitalized", "significantly undercapitalized", and
   "critically undercapitalized."  Generally, subject to narrow exceptions,
   FDICIA requires federal bank regulators to appoint a receiver or
   conservator for an institution that is critically undercapitalized and
   prohibits such institution from making any payment of principal or
   interest on its subordinated debt.  FDICIA authorizes federal bank
   regulators to specify the ratio of tangible capital to assets at which an
   institution becomes critically undercapitalized and requires that ratio to
   be no less than 2% of total assets.

      Under OTS regulations, an institution is deemed to be "undercapitalized" 
   if it has a total risk-based capital ratio of less than 8%, a Tier 1 
   risk-based capital ratio of less than 4% or (generally) a leverage ratio 
   of less than 4%.  An institution which has a total risk-based capital ratio
   of less than 6%, a Tier 1 risk-based capital ratio of less than 3% or a 
   leverage ratio of less than 3% is deemed to be "significantly
   undercapitalized", and an institution which has a ratio of tangible equity
   (as defined in the regulations) to total assets that is equal to or less 
   than 2% is deemed to be "critically undercapitalized".  In addition, the 
   OTS is effectively authorized to downgrade an institution to a lower capital
   category than the institution's capital ratios would otherwise indicate, 
   based upon safety and soundness considerations, such as when the institution
   has received a less-than-satisfactory examination rating for asset quality, 
   management, earnings or liquidity under the OTS's "CAMEL" rating system for
   savings institutions.

      Subject to limited exceptions, savings institutions are prohibited from
   declaring dividends, making any other capital distribution or paying
   management fees to controlling persons if, after giving effect thereto,
   the institution would be undercapitalized.  Undercapitalized institutions
   are also subject to certain mandatory supervisory actions, including
   increased monitoring, required capital restoration planning and restricted
   growth, and acquisition and branching restrictions.  Significantly and
   critically undercapitalized institutions face even more severe
   restrictions.

      At September 30, 1997, the Bank was "well capitalized" as defined under
   the OTS regulations and, accordingly, was not subject to the foregoing
   limitations and restrictions placed upon undercapitalized institutions.  

   Limitations on Dividends and Other Capital Distributions

      OTS regulations impose various restrictions and requirements on savings
   institutions with respect to their ability to pay dividends or make other
   capital distributions (such as stock redemptions or repurchases, cash-out
   mergers, interest payments on certain convertible debt and other
   transactions charged to the capital account).  

      The OTS utilizes a three-tiered approach to permit savings
   institutions, based on their capital level and supervisory condition, to
   make capital distributions.  Generally, an institution that before and
   after the proposed distribution meets or exceeds its "fully phased in
   capital requirements" (a "Tier 1 institution") and has not been informed
   by OTS that it is in need of more than normal supervision, may, after 30
   days prior notice to but without the approval of the OTS, make capital
   distributions during any calendar year equal to the higher of (a) 100% of
   its net income for the year-to-date plus the amount that would reduce by
   50% its "surplus capital ratio" (the percentage by which the institution's
   ratio of total capital to assets exceeds the ratio of its fully phased-in
   capital requirement to assets) at the beginning of the calendar year or
   (b) 75% of its net income over the most recent four-quarter period.  Any
   additional capital distributions would require prior regulatory approval. 
   The Bank currently meets the requirements for a Tier 1 institution and has
   not been notified of a need for more than normal supervision.  In the
   event the Bank were to fail to satisfy such standards, its ability to make
   capital distributions would be restricted.  In addition, the OTS could
   prohibit a proposed capital distribution by any institution, which would
   otherwise be permitted by the regulation, if the OTS determines that such
   distribution would constitute an unsafe or unsound practice.

      Tier 2 institutions, which are institutions that before and after the
   proposed distribution meet or exceed their current minimum capital
   requirements but do not meet their fully phased-in capital requirements,
   may make capital distributions up to 75% of their net income for the most
   recent four-quarter period after notice is given to the OTS and no
   objection is made by the OTS within a 30-day period.  Tier 3 institutions,
   which are institutions that do not meet current minimum capital
   requirements, that propose to make a capital distribution, and Tier 1 and
   Tier 2 institutions which propose to make a capital distribution in excess
   of the noted safe harbor levels described above, must obtain OTS approval
   prior to making such a distribution.

   Liquidity

      Each savings institution, including the Bank, is required to maintain
   an average daily balance of liquid assets for each calendar month equal to
   a certain percentage of the sum of its average daily balance of net
   withdrawable deposit accounts and short-term borrowings for the
   immediately preceding calendar month.  This average liquidity requirement
   may be changed from time to time by the OTS (between 4% and 10%),
   depending upon economic conditions and deposit flows of all savings
   institutions.  At the present time, the minimum average liquidity
   requirement is 5%.  In addition, the average daily balance of short term
   liquid assets (e.g., cash, certain time deposits, certain bankers
   acceptances and short-term United States Treasury obligations) must
   currently constitute at least 1% of an institution's average daily balance
   of net withdrawable deposit accounts and current borrowings for the
   preceding calendar month.  Monetary penalties may be imposed for a
   violation of either liquidity ratio requirement.  In May 1997, the OTS
   proposed revisions to its liquidity regulations which are intended to
   simplify and reduce the requirements thereunder.  Among other changes, the
   proposed amendments would (i) reduce the minimum average liquidity
   requirement from 5% to 4% and (ii) eliminate the 1% short-term liquid
   asset requirement.  At September 30, 1997, the Bank was in compliance with
   both liquidity requirements, with an average liquidity ratio of 8.5% and a
   short-term liquidity ratio of 5.5%.

   Qualified Thrift Lender Test

      All savings institutions, including the Bank, are required to meet a
   qualified thrift lender ("QTL") test to avoid certain restrictions on
   their operations.  This test requires a savings institution to maintain at
   least 65% of its portfolio assets (which consist of total assets less (i)
   intangibles, (ii) properties used to conduct the savings institution's
   business and (iii) liquid assets not exceeding 20% of total assets) in
   qualified thrift investments on a monthly average for nine out of every
   twelve months on a rolling basis.  As of September 30, 1997, the Bank was
   in compliance with the QTL requirements.

      Generally, qualified thrift investments consist of loans to purchase,
   construct or improve residential housing, home equity loans and mortgage-
   related securities secured by residential housing, small business loans,
   credit card loans and student loans, as well as certain obligations of the
   FDIC and stock in any Federal Home Loan Bank.  Certain other loans and
   investments may be included up to a maximum aggregate limit of 20% of
   portfolio assets.

      Any savings institution that fails to meet the QTL test must either
   convert to a national bank charter (and pay the applicable exit and
   entrance fees involved in converting from one insurance fund to another)
   or become subject to numerous operating restrictions.  

   Loans-to-One-Borrower Limit

      Under the HOLA, savings associations are subject to maximum loans-to-
   one-borrower limits applicable to national banks.  In general, a savings
   institution may make loans-to-one-borrower in an amount up to the greater
   of $500,000 or 15% of the institution's unimpaired capital and unimpaired
   surplus (plus an additional 10% of its unimpaired capital and unimpaired
   surplus for loans fully secured by certain readily marketable collateral). 
   At September 30, 1997, the Bank's lending limit for loans-to-one-borrower
   not fully secured by marketable collateral was $10.7  million.  Under the
   HOLA, a broader limitation (the lesser of $30 million or 30% of unimpaired
   capital and unimpaired surplus) is provided under certain circumstances
   and subject to OTS approval, for loans to develop domestic residential
   housing units.  In addition, under HOLA as limited by OTS regulation, a
   savings institution may provide purchase money mortgage financing in
   connection with the sale by it of real property acquired in satisfaction
   of debts previously contracted in good faith without regard to the loans-
   to-one-borrower limitation provided that no new funds are advanced and the
   institution is not placed in a more detrimental position than if it had
   held the property.  As of September 30, 1997, the Bank is in compliance
   with these loans-to-one-borrower limitations.

   Transactions with Affiliates; Loans to Insiders

      Transactions between savings institutions and their affiliates are
   governed by Sections 23A and 23B of the Federal Reserve Act.  With certain
   limited exceptions, an affiliate of a savings institution is any company
   or entity which controls, is controlled by or is under common control with
   the savings institution.  In a holding company context, the parent holding
   company of a savings institution (such as the Company) and any companies
   which are controlled by such parent holding company are affiliates of the
   savings institution.  Generally, Sections 23A and 23B (i) limit the extent
   to which the savings institution or its subsidiaries may engage in
   "covered transactions" with any one affiliate to an amount equal to 10% of
   such institution's capital stock and surplus, and contain an aggregate
   limit on all such transactions with all affiliates of 20% of capital stock
   and surplus and (ii) require that all such transactions be on terms
   substantially the same, or at least as favorable to the institution or
   subsidiary, as those provided to a non-affiliate.  The term "covered
   transaction" includes the making of loans, purchase of assets, issuance of
   a guarantee and other similar types of transactions.  In addition to the
   restrictions imposed by Sections 23A and 23B, no savings institution may
   (a) loan or otherwise extend credit to an affiliate, except for an
   affiliate which engages only in activities which are permissible for bank
   holding companies, or (b) purchase or invest in any stocks, bonds,
   debentures, notes or similar obligations of any affiliate, except for
   affiliates which are subsidiaries of the savings institution.

      In addition, Sections 22(g) and (h) of the Federal Reserve Act place
   restrictions on loans by savings institutions to executive officers,
   directors and principal stockholders of the institution and their related
   interests ("insiders").  Under Section 22(h), loans to an insider of a
   savings institution (other than a stockholder of which the savings
   institution is a subsidiary) or to a director, executive officer or
   greater than 10% stockholder of the company that controls the savings
   institution, and certain affiliated interests of any such person, may not
   exceed, together with all other outstanding loans to such person and
   affiliated interests of such person, the institution's loans-to-one-
   borrower limit.  Section 22(h) also requires that loans to insiders be
   made on substantially the same terms offered in, and applying underwriting
   policies and procedures no less stringent than those applied to,
   comparable transactions with persons who are not insiders or employees and
   requires prior approval of a majority of the institution's board (with the
   interested party abstaining) for certain loans.  In addition, the
   aggregate amount of extensions of credit by a savings institution to all
   insiders, and directors, executive officers and greater than 10%
   shareholders of a company that controls the savings institution and their
   related interests, cannot exceed the institution's unimpaired capital and
   surplus.

   Federal Reserve System

      Regulation D of the Federal Reserve Board requires all depository
   institutions to maintain non-interest bearing reserves at specified levels
   against their transaction accounts, (primarily checking, NOW and certain
   other accounts that permit payments or transfers to third parties) and
   non-personal time deposits (including certain money market deposit
   accounts).  These reserve levels are subject to adjustment from time to
   time by the Federal Reserve Board.  At September 30, 1997, the Bank was in
   compliance with these reserve requirements.  The balances maintained to
   meet the reserve requirements imposed by the Federal Reserve Board may be
   used to satisfy liquidity requirements that may be imposed by the OTS. 
   See "Liquidity."

      Federal Home Loan Bank System members such as the Bank are authorized
   to borrow from the Federal Reserve Bank "discount window," but Federal
   Reserve Board regulations require institutions to exhaust other reasonable
   alternative sources of funds, including FHLB borrowings, before borrowing
   from the Federal Reserve Bank.

   Federal Home Loan Bank System

      The Bank is a member of the FHLB Chicago, which is one of 12 regional
   FHLBs that administer the home financing credit function of savings
   institutions throughout the United States.  Each FHLB serves as a reserve
   or central bank for its members within its assigned region.  The FHLB
   makes loans to members (i.e. advances) in accordance with policies and
   procedures established by the board of directors of the FHLB.  These
   policies and procedures are subject to the regulation and oversight of the
   Federal Housing Finance Board.  All loans from the FHLB are required to be
   fully secured by sufficient collateral as determined by the FHLB.  In
   addition, all long-term loans may be made only for the purpose of
   providing funds for residential home financing.  At September 30, 1997,
   the Bank had $176.4 million in advances from the FHLB Chicago.

      As a member of the FHLB Chicago, the Bank is required to purchase and
   maintain stock in the FHLB Chicago.  At September 30, 1997, the Bank had
   $8.9 million in FHLB stock, which satisfied this requirement.  In past
   years, the Bank has received dividends on its FHLB stock.  The dividend
   rate on such FHLB stock in fiscal 1997 was 6.75%.

      Under federal law, the FHLBs are required to provide funds for the
   resolution of troubled savings institutions and to contribute to low- and
   moderately-priced housing programs through direct loans or interest
   subsidies on advances targeted for community investment and affordable
   housing projects.  These contributions may adversely affect the level of
   dividends paid by FHLBs to their members and could also result in the
   FHLBs imposing a higher rate of interest on advances to their members. 
   Any such reduction in dividends paid or increase in the rate charged on
   advances could have an adverse affect on the Bank's net interest income
   and the value of FHLB Chicago stock held by the Bank.  A reduction in
   value of the Bank's FHLB stock may result in a corresponding reduction in
   the Bank's stockholders' equity.

   Holding Company Regulation

      The Company is a unitary savings and loan holding company subject to
   regulatory oversight by the OTS.  As such, the Company is required to
   register and file reports with the OTS and is subject to regulation and
   examination by the OTS.  In addition, the OTS has enforcement authority
   over the Company and its non-savings institution subsidiaries, which
   authority permits the OTS to restrict or prohibit activities that are
   determined to be a serious risk to the subsidiary savings bank.  The
   regulations of the OTS are primarily concerned with the safety and
   soundness of the institutions under its jurisdiction rather than the
   protection of such institutions' stockholders.

      As a unitary savings and loan holding company, the Company generally is
   not subject to activity restrictions.  However, if the Company were to
   acquire control of another savings institution and hold it as a separate
   subsidiary, the Company would become a multiple savings and loan holding
   company, and the activities of the Company and any of its subsidiaries
   (other than the Bank or any other SAIF-insured savings institution) would
   become subject to such activity restrictions unless such other
   institutions each qualified as a QTL and were acquired in a supervisory
   acquisition.  Among other things, no multiple savings and loan holding
   company or subsidiary thereof which is not a savings institution may
   commence or continue for more than a limited period of time after becoming
   a multiple savings and loan holding company or subsidiary thereof, any
   business activity, except upon prior notice to, and no objection by, the
   OTS, other than:  (i) furnishing or performing management services for a
   subsidiary savings institution; (ii) conducting an insurance agency or
   escrow business; (iii) holding, managing, or liquidating assets owned by
   or acquired from a subsidiary savings institution; (iv) holding or
   managing properties used or occupied by a subsidiary savings institution;
   (v) acting as trustee under deeds of trust; (vi) those activities
   authorized by regulation as of March 5, 1987 to be engaged in by multiple
   savings and loan holding companies; or (vii) unless the Director of the
   OTS by regulation prohibits or limits such activities for savings and loan
   holding companies, those activities authorized by the FRB as permissible
   for bank holding companies.  Those activities described in (vii) above
   must also be approved by the Director of the OTS prior to being engaged in
   by a multiple savings and loan holding company.

      If the Bank were to fail the QTL test, the Company would have to obtain
   the approval of the OTS prior to continuing, directly or through its other
   subsidiaries, any business activity other than those approved for multiple
   savings and loan holding companies or their subsidiaries.  In addition,
   within one year of such failure, the Company would have to register as,
   and would become subject to, the restrictions applicable to bank holding
   companies.  The activities authorized for a bank holding company are more
   limited than are the activities authorized for a unitary or multiple
   savings and loan holding company.  

      The Company must obtain approval from the OTS before acquiring control
   of more than 5% of the voting shares of any other SAIF-insured institution
   or savings and loan holding company.  Such acquisitions are generally
   prohibited if they result in a multiple savings and loan holding company
   controlling savings institutions in more than one state.  However, such
   interstate acquisitions are permitted based on specific state statutory
   authorization in the state of the target institution or in a supervisory
   acquisition of a failing savings institution.

   Community Reinvestment Act

      Under the Community Reinvestment Act ("CRA"), as implemented by OTS
   regulations, a savings institution has a continuing and affirmative
   obligation consistent with its safe and sound operation to help meet the
   credit needs of its entire community, including low and moderate income
   neighborhoods.  The CRA does not establish specific lending requirements
   or programs for financial institutions nor does it limit an institution's
   discretion to develop the types of products and services that it believes
   are best suited to its particular community, consistent with the CRA.  The
   CRA requires the OTS, in connection with its examination of a savings
   institution, to assess the institution's record of meeting the credit
   needs of its community and to take such record into account in its
   evaluation of certain applications by such institution.  An institution is
   assigned one of four overall ratings:  "outstanding", "satisfactory",
   "needs improvement" or "substantial noncompliance".  The CRA also requires
   all institutions to make their CRA ratings available to the public.  The
   Bank's latest CRA rating, received in November, 1996, was "satisfactory".

      In 1995, the OTS and other federal financial supervisory agencies
   issued a final revised regulation to implement the CRA.  The revised
   regulation, which became fully effective on July 1, 1997, eliminates the
   twelve assessment factors under the prior regulation and substitutes a
   performance based evaluation system.  The Bank has not yet been evaluated 
   under the new system.

      Pursuant to the revised regulation, an institution's performance in
   meeting the credit needs of its entire community, as required by the CRA,
   will generally be evaluated under three tests: the "lending test"; the
   "investment test"; and the "service test".

      The lending test analyzes lending performance using five criteria: (i)
   the number and amount of loans in the institution's assessment area,
   (ii) the geographic distribution of lending, including the proportion of
   lending in the assessment area, the dispersion of lending in the
   assessment area, and the number and amount of loans in low-, moderate-,
   middle- and upper-income areas in the assessment area, (iii) borrower
   characteristics, such as the income level of individual borrowers and the
   size of businesses or farms, (iv) the number and amount, as well as the
   complexity and innovativeness, of an institution's community development
   lending and (v) the use of innovative or flexible lending practices in a
   safe and sound manner to address the credit needs of low- or moderate-
   income individuals or areas.  The investment test analyzes investment
   performance using four criteria:  (i) the dollar amount of qualified
   investments, (ii) the innovativeness or complexity of qualified
   investments, (iii) the responsiveness of qualified investments to credit
   and community development needs, and (iv) the degree to which the
   qualified investments made by the institution are not routinely provided
   by private investors.  The service test analyzes service performance using
   six criteria: (i) the institution's branch distribution among low-,
   moderate-, middle-, and upper-income areas, (ii) its record of opening and
   closing branches, particularly in low- and moderate- income areas,
   (iii) the availability and effectiveness of alternative systems for
   delivering retail banking services, (iv) the range of services provided in
   low-, moderate-, middle- and upper-income areas and extent to which those
   services are tailored to meet the needs of those areas, (v) the extent to
   which the institution provides community development services, and
   (vi) the innovativeness and responsiveness of community development
   services provided.

      As an alternative to the lending, service and investment tests, an
   institution may submit to the OTS for approval its own "strategic plan",
   developed with community input, describing in detail the manner in which
   it proposes to meet its CRA obligations.  If the plan is approved by OTS
   and the institution has operated under the plan for at least one year, the
   institution will be evaluated based upon its achieving the goals and
   benchmarks outlined in the plan.

      Institutions are required to collect and report data on a variety of
   matters, including originations and purchases of home mortgage, small
   business and small farm loans, and certain information on community
   development loans.  Collection of information on consumer loans is
   optional.

      The OTS is required to prepare annually and make available to the
   public individual CRA Disclosure Statements for each reporting thrift
   institution.  Each institution must place its CRA Disclosure Statement in
   its public file within three days of receipt of the Statement from the
   OTS.  Each institution is required to maintain one copy of its public file
   in each state in which it has its main office or a branch.  

   Federal Securities Law

      The common stock of the Company is registered with the Securities
   Exchange Commission under Section 12(g) of the Securities Exchange Act of
   1934, as amended (the "Exchange Act").  The Company is, therefore, subject
   to the periodic reporting, proxy solicitation and tender offer rules,
   insider trading restrictions and other requirements under the Exchange
   Act.

      Shares of Company common stock held by persons who are affiliates
   (generally officers, directors and principal shareholders) of the Company
   may not be sold without registration under the Securities Act of 1933, as
   amended, unless sold in accordance with certain resale restrictions.  If
   the Company meets specified current public information requirements, each
   affiliate of the Company is, subject to certain limitations, able to sell
   in the public market, without registration, a limited number of shares in
   any three-month period.

   Federal and State Taxation

      For fiscal 1996 and prior years,  Savings associations such as the Bank
   that met certain definitional tests relating to the composition of assets
   and other conditions prescribed by the Internal Revenue Code of 1986, as
   amended (the "Code"), were permitted to establish reserves for bad debts
   and to make annual additions thereto which could, within specified formula
   limits, be taken as a deduction in computing taxable income for federal
   income tax purposes. The amount of the bad debt reserve deduction for
   "non-qualifying loans" was computed under the experience method. The
   amount of the bad debt reserve deduction for "qualifying real property
   loans" (generally loans secured by improved real estate) was computed
   under either the experience method or the percentage of taxable income
   method (based on an annual election). The percentage of specially computed
   taxable income that was used to compute a savings association's bad debt
   reserve deduction under the percentage of taxable income method (the
   "percentage bad debt deduction") was 8.0%. The percentage bad debt
   deduction thus computed was reduced by the amount permitted as a deduction
   for non-qualifying loans under the experience method. 

      For fiscal 1996 and prior years, if an association's specified assets
   (generally, loans secured by residential real estate or deposits,
   educational loans, cash and certain government obligations) constituted
   less than 60% of its total assets, the association could not deduct any
   addition to a bad debt reserve and generally was required to include
   existing reserves in income over a four year period. The Bank has
   historically met this 60% test. Under the percentage of taxable income
   method, the percentage bad debt deduction could not exceed the amount
   necessary to increase the balance in the reserve for "qualifying real
   property loans" to an amount equal to 6% of such loans outstanding at the
   end of the taxable year or the greater of (i) the amount deductible under
   the experience method or (ii) the amount which when added to the bad debt
   deduction for "non-qualifying loans" equals the amount by which 12% of the
   amount comprising savings accounts at year-end exceeds the sum of surplus,
   undivided profits and reserves at the beginning of the year. 

      Effective for fiscal 1997 and future years, the Small Business Job
   Protection Act of 1996 (the "Job Protection Act") was enacted on August
   10, 1996 and eliminates the percent-of-taxable-income method for computing
   additions to a savings association's tax bad debt reserves.  The Job
   Protection Act requires all savings associations to recapture, over a six
   year period, all or a portion of their tax bad debt reserves added since
   the last taxable year beginning before January 1, 1988.  Taxes have been
   provided in the financial statements for this recapture.  The Job
   Protection Act allows a savings association to postpone the recapture of
   bad debt reserves for up to two years if the institution meets a minimum
   level of mortgage lending activity during those years. The Bank engaged in
   sufficient mortgage lending activity during fiscal year 1997 to be able to
   postpone any recapture of its bad debt reserves until at least fiscal
   1998.  The Bank believes that it will engage in sufficient mortgage
   lending activity during fiscal 1998 to be able to postpone any recapture
   of its bad debt reserves until fiscal 1999.

      Effective for fiscal 1997 and future years, under the Job Protection
   Act, the Bank determines additions to its tax bad debt reserves using the
   same method as a commercial bank of comparable size, and, if the Bank were
   to decide to convert to a commercial bank charter, such conversion would
   not cause any additional tax liability. 

      As of September 30, 1997, retained earnings included approximately
   $22.4 million for which no provision for income tax has been made.  This
   essentially represents pre-1988 accumulated bad debt deductions.  Income
   taxes would be imposed at the then-applicable rates if the Bank were to
   use these reserves for any other purpose or were to no longer qualify as a
   bank.  The income tax liability on this $22.4 million would approximate
   $8.5 million.

      In addition to the regular income tax, corporations, including savings
   associations such as the Bank, generally are subject to a minimum tax. An
   alternative minimum tax is imposed at a minimum tax rate of 20% on
   alternative minimum taxable income, which is the sum of a corporation's
   regular taxable income (with certain adjustments) and tax preference
   items, less any available exemption. The alternative minimum tax is
   imposed to the extent it exceeds the corporation's regular income tax and
   net operating losses can offset no more than 90% of alternative minimum
   taxable income. For taxable years beginning after 1986 and before 1996,
   corporations, including savings associations such as the Bank, were also
   subject to an environmental tax equal to 0.12% of the excess of
   alternative minimum taxable income for the taxable year (determined
   without regard to net operating losses and the deduction for the
   environmental tax) over $2 million.  This tax does not apply to the Bank
   beginning for fiscal 1997.

      The Company and its subsidiaries file a consolidated federal income tax
   return on a fiscal year basis using the accrual method of accounting. 
   Savings associations, such as the Bank, that file federal income tax
   returns as part of a consolidated group are required by applicable
   Treasury regulations to reduce their taxable income for purposes of
   computing the percentage bad debt deduction for losses attributable to
   activities of the non-savings association members of the consolidated
   group that are functionally related to the activities of the savings
   association member.

      The Company and its subsidiaries were last audited by the IRS with
   respect to its consolidated federal income tax return for the year ended
   September 30, 1994. With respect to years examined by the IRS, either all
   deficiencies have been satisfied or sufficient reserves have been
   established to satisfy asserted deficiencies. In the opinion of
   management, any examination of still open returns (including returns of
   subsidiaries and predecessors of, or entities merged into, the Bank) would
   not result in a deficiency which could have a material adverse effect on
   the consolidated financial condition of the Company. 

      Wisconsin Taxation. Wisconsin imposes a corporate franchise tax on the
   Wisconsin taxable income of the Company and its subsidiaries. The current
   corporate franchise tax rate imposed by Wisconsin is 7.9%. Wisconsin
   taxable income is substantially similar to federal taxable income except
   that no deduction is allowed for state income taxes paid. The current
   bad-debt deduction for Wisconsin income tax purposes is the same as the
   deduction permitted for federal income tax purposes.  Wisconsin does not
   allow the carryback of a net operating loss to prior taxable years. Thus,
   any net operating loss for state income tax purposes must be carried
   forward to offset income in future years. The Wisconsin corporate
   franchise tax is deductible for purposes of computing federal taxable
   income.

      Illinois Taxation. Illinois imposes a corporate income tax on the
   Illinois taxable income of the Company and its subsidiaries.  For Illinois
   income tax purposes, the Bank is taxed at a rate equal to 7.3% of Illinois
   taxable income. For these purposes, Illinois taxable income generally
   means federal taxable income, subject to certain adjustments (including
   the addition of interest income on state and municipal obligations and the
   exclusion of interest income on United States Treasury obligations). The
   exclusion of income on United States Treasury obligations has the effect
   of substantially reducing Illinois taxable income.

   Executive Officers of the Registrant

      The following table sets forth certain information with respect to the
   executive officers of the Company and the Bank as of September 30, 1997.

            Name                   Position With Company

    Paul P. Gergen       Chairman, President and Chief Executive
                         Officer of the Company and the Bank

    John Stampfl         Treasurer, Secretary and Chief Financial
                         Officer of the Company and Treasurer,
                         Secretary and Senior Vice President-
                         Finance of the Bank

    William K. Koeper    Senior Vice President-Retail Banking and
                         Development of the Bank

    Robert J. Muth       Senior Vice President of the Company and
                         Senior Vice President-Mortgage Lending of
                         the Bank

    David W. Adam        Senior Vice President-Information Systems
                         of the Bank


      The following information as to the business experience during the past
   five years is supplied with respect to the above executive officers.

      Paul P. Gergen, age 64, joined the Bank in 1984 as President and Chief
   Executive Officer.  Mr. Gergen is a licensed attorney and CPA and has been
   involved in banking in various capacities for 37 years.  He has been
   Chairman, President and Chief Executive Officer of the Company since its
   inception in 1992.

      John Stampfl, age 42, joined the Bank in 1984 as Vice President-
   Finance.  He is a licensed CPA.  He has been Treasurer, Secretary and
   Chief Financial Officer of the Company since its inception in 1992.

      William K. Koeper, age 49, joined the Bank in 1991 as Vice President-
   Marketing and Development.  From 1988 to 1991, he was Dean of Business at
   Gateway Technical College,  Kenosha, Wisconsin. 

      Robert J. Muth, age 63, joined the Bank in 1985 as Vice President-
   Mortgage Lending.  Mr. Muth has been involved in banking in various
   capacities for 44 years.  He has been Vice President of the Company since
   its inception in 1992.

      David W. Adam, age 32, joined the Bank in 1988 as Financial Analyst,
   became Vice President-Information Systems in 1994 and became Senior Vice
   President-Information Systems in 1996.  He is a licensed CPA.


   Item 2. Properties

      At September 30, 1997, the Bank operated through fifteen full-service
   savings institution offices and three mortgage loan origination limited
   offices located in Wisconsin and Illinois.  The aggregate book value at
   September 30, 1997 of the properties owned was $12.8 million. The
   following table sets forth the location of the Bank's offices.  

                                           Owned or          Date
                  Location                  Leased      Acquired/Leased

    Executive Offices and Home Office:
     5935 Seventh Avenue                    Owned            1960
     Kenosha, Wisconsin

     5125 6th Avenue                        Leased           1996
     Kenosha, Wisconsin

    Branch Offices:

     7535 Pershing Boulevard                Owned            1968
     Kenosha, Wisconsin

     410 Broad Street                       Owned            1973
     Lake Geneva, Wisconsin

     4235 52nd Street                       Owned            1975
     Kenosha, Wisconsin

     25100 75th Street                      Owned            1989
     Paddock Lake, Wisconsin

     8035 22nd Avenue                       Owned            1980
     Kenosha, Wisconsin

     927 North Green Bay Road               Owned            1996
     Waukegan, Illinois

     1011 14th Street                       Owned            1989
     North Chicago, Illinois

     3401 80th Street                       Leased           1993
     Kenosha, Wisconsin

     2811 18th Street                       Leased           1991
     Kenosha, Wisconsin                     

     2580 Sheridan Road                     Owned            1991
     Zion, Illinois

     5914-75th Street                       Leased           1994
     Kenosha, Wisconsin

     2406 South Green Bay Road              Leased           1994
     Racine, Wisconsin

     7151 West 159th Street                 Owned            1995
     Tinley Park, Illinois

     4900 West 87th Street                  Owned            1995
     Burbank, Illinois

    Loan Origination Offices:   

     4015-80th Street                       Leased           1993
     Kenosha, Wisconsin  53142

     100 N. Atkinson Road                   Leased           1993
     Grayslake, Illinois

     4900 Spring Street                     Leased           1994
     Racine, Wisconsin

     933 N. Mayfair Road                    Leased           1995
     Wauwatosa, Wisconsin

     1230 East Diehl Road, Suite 302        Leased           1995
     Naperville, Illinois

    Possible future branch site

     12300 75th Street                      Owned            1989
     Bristol, Wisconsin
                                          
    Advantage Service Center
     5942 6th Ave.                          Owned            1993
     Kenosha, Wisconsin

   Item 3.   Legal Proceedings

      As of September 30, 1997, there were no pending legal proceedings which
   in the aggregate involve amounts which are believed by management to be
   material to the Company on a consolidated basis.

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

      During the fourth quarter of the fiscal year ended September 30, 1997,
   no matters were submitted to a vote of security holders through a
   solicitation of proxies or otherwise.

                                     PART II

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

   The Company's common stock is traded on The Nasdaq Stock Market under the
   symbol AADV.  The table below shows the reported high and low sales prices
   of the common stock and dividends declared per share during the periods
   indicated:

                                                               Cash  
                                 High            Low         Dividend  
    Fiscal year 1996:
    First quarter . . . .       $31.40         $26.00         $.064
    Second quarter  . . .       $35.00         $28.50         $.080
    Third quarter . . . .       $35.50         $30.75         $.080
    Fourth quarter  . . .       $34.25         $32.35         $.080

    Fiscal year 1997  . .
    First quarter . . . .       $33.00         $31.25         $.080
    Second quarter  . . .       $41.50         $31.75         $.100
    Third quarter . . . .       $40.75         $36.50         $.100
    Fourth quarter  . . .       $58.50         $38.00         $.100


   See Note 11 of the Notes to Consolidated Financial Statements which
   describes restrictions on dividend payments by the Bank.

   As of September 30, 1997, the Company had approximately 2,700 shareholders
   of record.

   Item 6.   Selected Financial Data

   <TABLE>
   <CAPTION>
                                                                              
                                                                    of September 30
                                                   1993         1994         1995          1996          1997
                                                                           (In thousands)

    <S>                                      <C>          <C>           <C>          <C>           <C>
    Selected Financial Condition Data:                                     

    Total assets  . . . . . . . . . . . .    $653,286     $741,307      $973,234     $1,016,386    $1,037,462
    Loans receivable - net  . . . . . . .     384,795      425,569       512,282        562,782       565,259
    Mortgage-related securities . . . . .     215,639      240,676       351,599        337,794       358,211
    Investment securities, certificates
     of deposits and marketable equity
     securities   . . . . . . . . . . . .      10,805       12,213        29,969         35,040        29,746
                                                                   
    Deposits  . . . . . . . . . . . . . .     412,500      507,338       681,925        680,851       670,775
    Borrowings  . . . . . . . . . . . . .     145,160      135,810       175,120        224,265       248,475
    Stockholders' equity  . . . . . . . .      80,816       82,935        93,078         88,866        99,004


    <CAPTION>

                                                                Year Ended September 30
                                              1993         1994         1995          1996          1997
                                                                       (In thousands)                           

    <S>                                       <C>          <C>          <C>            <C>           <C>
    Selected Operations Data:                              
    Total interest income . . . . . . . .     $45,918      $47,862      $67,516        $73,590       $76,667 
    Total interest expense  . . . . . . .      24,249       24,954       39,376         43,765        45,714 
                                              -------      -------      -------        -------       ------- 
       Net interest income  . . . . . . .      21,669       22,908       28,140         29,825        30,953 
    Provision for losses on loans . . . .         720          720          460            480           360 
                                              -------      -------      -------        -------       ------- 
       Net interest income after
        provision for losses on loans   .      20,949       22,188       27,680         29,345        30,593 
                                              -------      -------      -------        -------       ------- 
    Fees and service charges  . . . . . .       1,483        1,807        2,668          5,135         5,275 
    Net gain on loans, securities and
     other  . . . . . . . . . . . . . . .       1,262          584          253          1,742         1,665 
    Other non-interest income . . . . . .         903          884        1,201          1,138         1,380 
                                              -------      -------      -------        -------       ------- 
       Total non-interest income  . . . .       3,648        3,275        4,122          8,015         8,320 
                                              -------      -------      -------        -------       ------- 
                                                                                         23,708        22,272
    Non-interest expenses . . . . . . . .      13,078       13,834       19,133 
    Assessment to recapitalize Savings
      Association Insurance Fund  . . . .           -            -            -          4,435              -
    Writedown of intangible assets  . . .           -            -            -          4,720              -
                                              -------      -------      -------        -------       ------- 
    Income before taxes . . . . . . . . .      11,519       11,629       12,669          4,497        16,641 
    Income taxes  . . . . . . . . . . . .       4,354        4,289        4,518          1,464         5,953 
                                              -------      -------      -------        -------       ------- 
    Net income  . . . . . . . . . . . . .      $7,165       $7,340       $8,151         $3,033       $10,688 
                                              =======     ========     ========        =======       ======= 
    Earnings per share  . . . . . . . . .       $1.82        $1.96        $2.20          $0.83         $3.09 
                                              =======     ========     ========        =======       ======= 
    Earnings per share excluding non-
      recurring items (1) . . . . . . . .       $1.82        $1.96        $2.20          $2.39         $3.09 
                                              =======     ========     ========        =======       ======= 


   <CAPTION>

                                                      Year Ended September 30
                                            1993       1994       1995      1996       1997

    <S>                                     <C>        <C>       <C>        <C>         <C>
    Other Data:
    Interest rate spread information:
     Average during year  . . . . . .       3.19%      3.07%     2.92%      2.88%       2.85%
     End of year  . . . . . . . . . .       2.93%      2.87%     2.67%      2.78%       2.83%
    Net interest margin (net interest
     income divided by average
     interest-earning assets)   . . .       3.66%      3.46%     3.26%      3.19%       3.17%
    Allowance for losses on loans to
     non-performing loans   . . . . .      79.71%    106.78%   219.00%    169.10%      183.4%
    Non-performing assets to total
     assets at end of year  . . . . .       1.20%      0.79%     0.46%      0.48%       0.49%
    Stockholders' equity to total
     assets at end of year  . . . . .      12.37%     11.19%     9.56%      8.74%       9.54%
    Dividends declared per share  . .          -          -     $0.192     $0.304       $0.38
    Dividend payout ratio (dividends
     per share to earnings per share)          -          -      8.73%     36.63%      12.30%
    Return on assets (ratio of net
     income to average total assets)        1.16%      1.07%     0.91%      0.31%       1.05%
    Return on stockholders' equity  .       8.99%      8.88%     9.42%      3.20%      11.67%
    Facilities at end of year:
     Number of full-service offices            11         11        15         15          15
     Number of loan production offices          3          4         5          5           5


   (1) Excludes the following nonrecurring items--assessment to recapitalize
   Savings Association Insurance Fund and writedown of intangible assets

   </TABLE>


   Item 7.  Management's Discussion and Analysis of Financial Condition and
   Results of Operations

   Advantage Bancorp, Inc. (the "Company") is the holding company and owner
   of 100% of the common stock of Advantage Bank, FSB (the "Bank"), a
   federally-chartered stock savings institution. In this discussion and
   analysis, reference to the operations and financial condition of the
   Company  includes the operations and financial condition of the Bank and
   its subsidiaries.

   Proposed Merger

   On November 3, 1997, the Company entered into an Agreement and Plan of
   Merger (the "Merger Agreement") with Marshall & Ilsley Corporation, a
   Wisconsin corporation ("M&I"), providing for the merger of the Company
   with and into M&I (the "Merger").  The Merger Agreement provides that each
   outstanding share of common stock, $.01 par value, of the Company
   ("Company Common Stock"), will be converted (other than certain shares
   that will be cancelled as specified in the Merger Agreement) into the
   right to receive 1.2 shares of common stock, $1.00 par value, of M&I ("M&I
   Common Stock"), subject to adjustment in the event that the average
   closing price of M&I Common Stock for the ten consecutive trading days
   preceding the fifth business day prior to the effective time of the Merger
   is above $61.67 per share or below $46.67 per share.  The Merger is
   structured as a pooling-of-interests for financial accounting purposes and
   as a tax-free reorganization for shareholders of the Company.  Completion
   of the Merger is subject to certain conditions, including approval by the
   shareholders of the Company, approval by the Federal Reserve Board, and
   other conditions to closing customary in transactions of this type. 
   Management currently anticipates that the Merger will be completed in
   early 1998.

   Overview

   The Company's business currently consists of the business of the Bank.  As
   a consumer-oriented financial institution, the Company offers a range of
   retail banking services to residents in its market area.  The Company is
   principally engaged in the business of attracting deposits from the
   general public and investing those deposits, along with funds generated
   from operations and borrowings, by originating residential loans in its
   primary market area and investing in those loans.  The Company also
   originates commercial real estate, multi-family, construction, consumer
   and commercial business loans.  The Company also invests in mortgage-
   related securities and other investments.  Finally, the Company offers, on
   an agency basis, certain securities brokerage services and insurance
   products to its customers.

   At September 30, 1997, the Company operated 15 full-service offices
   located in Kenosha County, Lake Geneva and Racine, Wisconsin and Lake
   County and Cook County, Illinois.  The Company also operates mortgage loan
   origination offices in Kenosha, Racine and  Wauwatosa, Wisconsin and
   Grayslake and Naperville, Illinois.  Deposits with the Bank are insured up
   to the maximum allowable amount by the Federal Deposit Insurance
   Corporation ("FDIC").  The Bank is subject to regulation by the Office of
   Thrift Supervision (the "OTS") and the FDIC.

   The Bank has three active subsidiaries: (1) Advantage Real Estate
   Services, Inc., which invests in real estate through three partnerships,
   (2) Advantage Investments, Inc., a Nevada corporation, which manages
   certain investments in mortgage-related securities, and (3) Advantage
   Financial Services and Insurance, Inc., which is engaged in the business
   of selling non-insured investments and insurance and providing financial
   planning. 

   The Company's results of operations are dependent primarily on net
   interest income, which is the difference between the interest income
   earned on its loans, mortgage-related securities and other investment
   portfolios, and its cost of funds, consisting of interest paid on its
   deposits and borrowings.  The Company's operating results are also
   affected to a lesser extent by gains or losses on the sale of investment
   securities, loans and real estate.

   The Company's operating expenses principally consist of employee
   compensation, occupancy expenses, federal insurance premiums and other
   general and administrative expenses.  The Company's results of operations
   are also significantly affected by general economic and competitive
   conditions, particularly changes in market interest rates, government
   policies and actions of regulatory authorities. 

   The Company's basic mission is to serve its local communities while
   earning a profit for its shareholders.  In seeking to accomplish this
   mission, management has adopted a business strategy designed to (1)
   maintain the Bank's capital well in excess of regulatory requirements, (2)
   manage the Company's vulnerability to changes in interest rates, (3)
   maintain the Company's high asset quality, (4) control operating expenses,
   and (5)  take advantage of loan and deposit growth opportunities in the
   Company's primary market area as well as contiguous areas. 

   Management has attempted to achieve these goals by focusing on (1)
   origination of adjustable rate one- to four-family mortgage loans ("ARM
   loans"), (2) origination of commercial real estate, multi-family,
   consumer, construction and commercial business loans, (3) increasing the
   Company's core deposit base, and (4) acquisition of deposits and loans
   from other financial institutions. 

   Results of Operations -- Comparison of Years Ended September 30, 1997 and
   1996

   General

   Net income for the year ended September 30,1997 was $10.7 million, an
   increase of $7.7 million over 1996 net income of $3.0 million.  Net income
   was lower in fiscal 1996 primarily due to a $4.7 million write-down of
   intangible assets and a $4.4 million one-time assessment to recapitalize
   the Savings Association Insurance Fund ("SAIF") of the FDIC.  Without the
   two one-time charges in 1996 mentioned above, net income for 1996 would
   have been $8.8 million. 

   Net Interest Income

   Total interest income was $76.7 million for the year ended September 30,
   1997, an increase of $3.1 million, or 4.2%, compared to the year ended
   September 30, 1996.  This increase was primarily due to a $43.9 million
   increase in average interest-earning assets in 1997 compared to 1996. 
   Average interest-earning assets increased to $977.5 million in 1997 from
   $933.6 million in 1996.

   The Company's average interest rate margin decreased slightly from 3.19%
   in 1996 to 3.17% in 1997.  This decrease in interest rate spread was due
   primarily to competitive market pressures.  Management believes that the
   interest rate margin could continue to decline modestly during the 1998
   fiscal year.  

   The components of net interest income fluctuated significantly during 1997
   due to various rate and volume changes (see "Rate Volume Analysis" table). 
   The average yield on interest-earning assets decreased from 7.88% in 1996
   to 7.84% in 1997.

   Total interest expense increased by $1.9 million in 1997 compared to 1996. 
   The average cost of interest-bearing liabilities decreased slightly from
   5.01% in 1996 to 4.99% in 1997. 

   Provision for Losses on Loans

   The Company established provisions for losses on loans of $360,000 in
   1997, compared to $480,000 in 1996.  Nonperforming loans decreased from
   $3.4 million as of September 30, 1996 to $3.2 million as of September 30,
   1997.  This resulted in an increase in the ratio of the allowance for loan
   losses to nonperforming loans  from 169% as of September 30, 1996 to 183%
   as of September 30, 1997.

   Non-interest Income

   Non-interest income for 1997 totalled $8.3 million compared to $8.0
   million in 1996.  The largest increase in non-interest income was in
   service charges on deposit accounts, which increased from $2.5  million in
   1996 to $2.8 million in 1997 due primarily to an increase in checking
   account activity.  This increase was offset by a decrease in mortgage
   brokerage commissions from $2.0 million in 1996 to $1.7 million in 1997.  

   Gains on sales of loans decreased from $876,000 in 1996 to $627,000 in
   1997.  Gains on securities available for sale increased from $866,000 in
   1996 to $1.0 million in 1997.  These gains relate to marketable securities
   held by the Company which have increased in value during the last few
   years.

   Non-interest Expense

   Non-interest expense decreased 32.2% from $32.9 million in 1996 to $22.3
   million in 1997.  Non-interest expense was higher in 1996 primarily due to
   (1) the  $4.4 million one-time special assessment to recapitalize the
   SAIF, and (2) the $4.7 million writedown of intangible assets. 

   Non-interest expense before these one-time charges decreased 6.1%
   from$23.7 million in 1996 to $22.3 million in 1997.  This decrease relates
   primarily to (1) a $1.6 million decrease in amortization of intangible
   assets and (2) a $1.0 million decrease in FDIC premiums relating to a
   decrease in the FDIC premium rate from 0.23% to 0.065% effective January
   1, 1997.  These decreases were partially offset by  a $891,000 increase in 
   salaries and employee benefits relating primarily to growth in the
   Company's business.

   Occupancy expenses increased from $3.0 million in 1996 to $3.2 million in
   1997.  This increase was due primarily to the lease of new corporate
   office space for a number of administrative departments beginning in March
   1996.

   Income Taxes

   Federal and state income taxes increased from $1.5 million in 1996 to $6.0
   million in 1997 due primarily to an increase in income before income taxes
   from $4.5 million in 1996 to $16.6 million in 1997.  The Company's
   effective tax rate increased from 32.6% in 1996 to 35.8% in 1997 primarily
   due to a change in state income taxes.  


   Results of Operations -- Comparison of Years Ended September 30, 1996 and
   1995

   General

   Net income for the year ended September 30,1996 was $3.0 million, a
   decrease of $5.2 million over 1995 net income of $8.2 million.  This
   decrease in net income resulted primarily from a $4.7 million write-down
   of intangible assets and a $4.4 million one-time assessment to
   recapitalize the SAIF.  For a further discussion of these one-time
   charges, see "Non-interest Expense" below.

   Without the two one-time charges  mentioned above, net income for 1996
   would have been $8.8 million, a 7.4% increase over 1995 net income of $8.2
   million.

   Net Interest Income

   Total interest income was $73.6 million for the year ended September 30,
   1996, an increase of $6.1 million, or 9.0%, compared to the year ended
   September 30, 1995.  This increase was primarily due to a $69.7 million
   increase in average interest-earning assets in 1996.  Average interest-
   earning assets increased to $933.6 million in 1996 from $863.9 million in
   1995.

   The Company's average interest rate margin decreased from 3.26% in 1995 to
   3.19% in 1996.  The decrease in interest rate spread was due primarily to
   competitive market pressures.  

   The components of net interest income fluctuated significantly during 1996
   due to various rate and volume changes (see "Rate Volume Analysis" table). 
   The average yield on interest-earning assets increased from 7.82% in 1995
   to 7.88% in 1996.

   Total interest expense increased by $4.4 million in 1996 compared to 1995. 
    The average cost of interest-bearing liabilities increased from 4.89% in
   1995 to 5.01% in 1996. 

   Provision for Losses on Loans

   The Company established provisions for losses on loans of $480,000 in
   1996, generally comparable to the 1995 provision of $460,000. 
   Nonperforming loans increased from $2.4 million as of September 30, 1995
   to $3.4 million as of September 30, 1996.  This resulted in a decrease in
   the ratio of the allowance for loan losses to nonperforming loans  from
   219% as of September 30, 1995 to 169% as of September 30, 1996.

   Non-interest Income

   Non-interest income for 1996 totalled $8.0 million compared to $4.1
   million in 1995. Mortgage brokerage commissions increased $1.8 million
   from $235,000 in 1995 to $2.0 million in 1996.  This increase was due to
   the acquisition by the Bank  of substantially all of the assets of
   Financial Center of Illinois, Inc.(a mortgage brokerage company with
   offices in Wauwatosa, Wisconsin and Naperville, Illinois)  on August 21,
   1995.   Service charges on deposit accounts increased from $1.9  million
   in 1995 to $2.5 million in 1996 due primarily to an increase in checking
   accounts. 

   Gains on sales of loans increased from $108,000  in 1995 to $876,000 in
   1996. This increase resulted primarily from an increase in the volume of
   fixed-rate loan sales from $15.9 million in 1995 to $55.1 million in 1996
   relating to an increase in fixed-rate loan originations due to lower
   market interest rates during 1996.

   Gains on securities available for sale increased from $145,000 in 1995 to
   $866,000 during 1996.  These gains relate to marketable equity securities
   held by the Company which had increased in value from the time of purchase
   to the time of sale.

   Non-interest Expense

   Non-interest expense increased 72.3% from $19.1 million in 1995 to $32.9
   million in 1996.  This  increase was primarily due to (1) the $4.4 million
   one-time special assessment to recapitalize the SAIF,  (2) the $4.7
   million writedown of intangible assets, and (3) a $1.8 million increase in
   salaries and employee benefits relating primarily to the addition of the
   employees of the Financial Center of Illinois, Inc.

   The legislation affecting the SAIF recapitalization was enacted on
   September 30, 1996 and decreased the Bank's FDIC insurance premium from 
   0.230% to 0.064% of deposits effective January 1, 1997.  

   The $4.7 million write-down of intangible assets related primarily to the
   core deposit intangible asset arising from the acquisition of Amity
   Bancshares, Inc. on December 16, 1994.  The writedown reduced the book
   value of the intangible asset to fair value based on a calculation of the
   present value of estimated future cashflows associated with the deposits. 
   This writedown was necessitated by a faster-than-projected rolloff of
   acquired deposits and lower-than-projected market interest rates which
   lowered the cost of alternative sources of funds used to value the
   intangible asset. 

   Occupancy expenses increased from $2.4 million in 1995 to $3.0 million in
   1996 relating to occupancy expenses of the Financial Center of Illinois,
   Inc. and the lease of new corporate office space for administrative
   departments beginning in March 1996.

   Other non-interest expenses increased from $3.6 million in 1995 to $4.8
   million in 1996 primarily due to operating expenses of the Financial
   Center of Illinois, Inc. and other growth in the Bank's business.

   Income Taxes

   Federal and state income taxes decreased from $4.5 million in 1995 to $1.5
   million in 1996 due primarily to the decrease in net income associated
   with the one-time charges described above.  The Company's effective tax
   rate decreased from 35.7% in 1995 to 32.6% in 1996 primarily relating to a
   decrease in state income taxes. 


                       CONSOLIDATED AVERAGE BALANCE SHEETS

   The  following table sets forth certain information relating to the
   consolidated statements of financial condition and reflects the average
   yield on assets and average costs of liabilities for the periods
   indicated.  Such yields and costs are derived by dividing income or
   expense by the average balance of assets and liabilities, respectively,
   for the periods shown.  Non-accruing loans are included in average
   outstanding balance at a 0% rate.  Interest earned includes fees which are
   considered adjustments to yields.  Average balances are derived from
   average daily balances.  

   <TABLE>
   <CAPTION>
                                                                 September 30               
                                           1995                             1996                             1997
                                Average    Interest             Average    Interest             Average     Interest
                              Outstanding   Earned/   Yield/  Outstanding  Earned/    Yield/  Outstanding    Earned/    Yield/
                                Balance      Paid      Rate     Balance      Paid      Rate     Balance       Paid       Rate
                                                             (dollars in thousands)  

    <S>                           <C>        <C>        <C>      <C>         <C>        <C>       <C>         <C>  
    Interest-Earning Assets:
     Loans receivable (1)         $489,201   $40,649    8.31%    $533,037    $45,038    8.46%     $573,430    $48,275      8.42%
     Mortgage-backed
       securities . . . . .        189,239    13,430    7.10      170,838     12,092    7.08       139,207      9,853      7.08 
     Mortgage-related
       securities . . . . .        137,206     9,978    7.27      172,487     12,566    7.29       200,159     14,666      7.33 
                                   -------    ------   -----      -------    -------  ------       -------     ------     ----- 
       Total mortgage
        securities  . . . .        326,445    23,408    7.17      343,325     24,658    7.18       339,366     24,519      7.22 
     U.S government and
       agency securities  .         19,317     1,466    7.59       26,958      2,070    7.68        23,411      1,523      6.51 
     Investment and other
       securities . . . . .         19,339     1,368    7.07       21,103      1,206    5.71        32,559      1,758      5.40 
     FHLB stock   . . . . .          9,602       625    6.51        9,183        618    6.73         8,700        592      6.80 
                                   -------    ------   -----      -------    -------  ------       -------     ------     ----- 
                                   863,904    67,516    7.82      933,606     73,590    7.88       977,466     76,667      7.84 
                                   -------    ------   -----      -------    -------  ------       -------     ------     ----- 
    Interest-Bearing
     Liabilities:
     Time deposits  . . . .        402,735    22,379    5.56      418,496     24,065    5.75       399,128     22,833      5.72 
     Savings deposits and
       NOW accounts (2) . .        238,871     7,220    3.02      263,072      7,757    2.95       272,826      7,640      2.80 
                                   -------    ------   -----      -------    -------  ------       -------     ------     ----- 
     Total deposits   . . .        641,606    29,599    4.61      681,568     31,822    4.67       671,954     30,473      4.54 
     Advance payments by
       borrowers for taxes
       and insurance  . . .          7,873       183    2.32        7,191        155    2.16         6,522        133      2.04 
     Borrowings   . . . . .        155,216     9,486    6.11      185,503     11,408    6.15       236,815     14,869      6.28 
     Interest rate swaps
       and caps . . . . . .            N/A       108     N/A          N/A        380     N/A           N/A        239       N/A 
                                   -------    ------   -----      -------    -------  ------       -------     ------     ----- 
                                   804,695    39,376    4.89      874,262     43,765    5.01       915,291     45,714      4.99 
                                   -------    ------   -----      -------    -------  ------       -------     ------     ----- 

    Net interest income                      $28,140                         $29,825                          $30,953
                                              ======                          ======                           ======

    Net interest rate spread  
                                                        2.92%                           2.88%                              2.85%
                                                       =====                           =====                              ===== 
    Net earning assets  . .        $59,209                        $59,344                          $62,175
                                    ======                        =======                          =======
    Net yield on average
     interest-earning
     assets   . . . . . . .                            3.26%                           3.19%                               3.17%
                                                       =====                          ======                              ===== 
    Average interest-earning
     assets to average
     interest-bearing
     liabilities  . . . . .                     1.07                            1.07                             1.07
                                                ====                            ====                             ====
   ________________
   (1)  Calculated net of deferred loan fees, loan discounts, loans in
        process and allowance for losses on loans.
   (2)  Includes NOW and checking accounts with a zero interest rate.

   </TABLE>

                              RATE VOLUME ANALYSIS

   The following schedule presents the dollar amount of changes in interest
   income and interest expense for major components of interest-earning
   assets and interest-bearing liabilities. It distinguishes between the
   changes related to changes in outstanding balances and those due to
   changes in interest rates. For each category of interest-earning assets
   and interest-bearing liabilities, information is provided on changes
   attributable to (1) changes in volume  (i.e., changes in volume multiplied
   by the prior year's rate) and (2) changes in rate (i.e., changes in rate
   multiplied by the prior year's balance). For purposes of this table,
   changes attributable to both rate and volume, which cannot be segregated,
   have been allocated proportionately to the change due to volume and the
   change due to rate.

   <TABLE>
   <CAPTION>

                                                           Year Ended September 30
                                              1995 vs. 1996                       1996 vs. 1997
                                           Increase                           Increase
                                          (Decrease)         Total           (Decrease)          Total
                                            Due to          Increase           Due to           Increase
                                       Volume      Rate    (Decrease)   Volume       Rate      (Decrease)
                                                                        (In thousands)

    <S>                                  <C>        <C>        <C>       <C>           <C>         <C>
    Interest-Earning Assets:
      Loans receivable  . . . . . .      $3,694     $695       $4,389    $3,400        ($163)      $3,237 
      Mortgage-backed securities  .      (1,302)     (36)      (1,338)   (2,239)            -      (2,239)
      Mortgage-related securities         2,570       18        2,588     2,028           72        2,100 
                                         ------   ------      -------   -------       ------      ------- 
         Total mortgage securities        1,268      (18)       1,250      (211)          72         (139)
      U.S. government and agency    
           securities   . . . . . .         586       30          616      (253)        (294)        (547)
      Investments and other
           securities   . . . . . .         147     (309)        (162)      615          (63)         552 
      FHLB stock  . . . . . . . . .         (32)      26           (6)      (33)           7          (26)
                                         ------   ------      -------   -------       ------      ------- 
                                         $5,663     $424       $6,087    $3,518        ($441)      $3,077 
                                         ======    =====       ======    ======        =====       ====== 

    Interest-Bearing Liabilities:
                                                                               
      Time deposits   . . . . . . .        $892     $801       $1,693   ($1,109)       ($123)     ($1,232)
      Savings deposits and NOW
         accounts . . . . . . . . .         709     (166)         543       330         (447)        (117)
                                         ------   ------      -------   -------       ------      ------- 
         Total deposits . . . . . .       1,601      635        2,236      (779)        (570)      (1,349)
      Advance payments by borrowers
         for taxes and insurance  .         (15)     (13)         (28)      (14)          (8)         (22)
      Borrowings  . . . . . . . . .       1,863       59        1,922     3,217          244        3,461 
      Interest rate swaps   . . . .         272         -         272      (141)            -        (141)
                                         ------   ------      -------   -------       ------      ------- 
                                         $3,721     $681       $4,402    $2,283        ($334)      $1,949 
                                         ======   ======      =======   =======       ======      ======= 

    Change in net interest income .                            $1,685                              $1,128 
                                                               ======                              ====== 

   </TABLE>


   NET INTEREST SPREAD AT END OF PERIOD

   The following table sets forth the weighted average yields on the
   Company's interest-earning assets, the weighted average interest rates on
   interest-bearing liabilities and the interest rate spread between the
   weighted average yields and rates at the dates indicated.Non-accruing
   loans have been included in the table as loans carrying a zero yield.  The
   yield rates do not reflect fees which are considered adjustments to yield
   on loans receivable.

                                     At September 30
                                 1995     1996     1997
    Weighted average yield on:
     Loans receivable   . . .     8.13%    8.22%     8.41%
     Mortgage-backed
       securities . . . . . .     7.06     7.12      7.08 
     Mortgage-related
       securities . . . . . .     7.48     7.41      7.37 
                                 -----   ------    ------ 
       Total mortgage
        securities  . . . . .     7.26     7.28      7.27 
     U.S. government and
       agency securities  . .     6.70     6.20      6.48 
     Investments and other
       securities . . . . . .     5.62     5.29      5.10 
     FHLB stock   . . . . . .     6.25     6.75      6.75 
                                 -----   ------    ------ 
       Combined weighted
        average yield on
        interest-earning
        assets  . . . . . . .     7.70     7.75      7.82 

    Weighted average rate on:
     Time deposits  . . . . .     5.72     5.67      5.79 
     Savings deposits and         
       NOW accounts . . . . .     2.95     2.89      2.74 
                                 -----   ------    ------ 
       Total deposits . . . .     4.67     4.56      4.52 
     Advance payments by
       borrowers for taxes and
       insurance  . . . . . .     2.32     2.16      2.04 
     Borrowings   . . . . .       6.30     6.39      6.36 
                                 -----   ------    ------ 
       Combined weighted
        average rate on
        interest-bearing
        liabilities               4.98     4.97      4.99 

    Net interest rate spread      2.72%    2.78%     2.83%
                                 =====    =====     ===== 

   Financial Condition

   General

   Total consolidated assets of the Company increased 2.0% to $1.04 billion
   as of September 30, 1997 from $1.02 billion as of September 30, 1996.

   Liquidity and Capital Resources

   The Company's primary sources of funds are deposits, principal and
   interest payments on loans receivable and mortgage-related securities,
   securities sold under agreement to repurchase (reverse repurchase
   agreements) and Federal Home Loan Bank ("FHLB") borrowings.  While
   maturities and scheduled amortization of loans and mortgage-related
   securities are a predictable source of funds, deposit flows and mortgage
   prepayments are greatly influenced by general interest rates, economic
   conditions and  competition.  The Company utilizes particular sources of
   funds based upon comparative costs and availability.

   The Company's largest source of funds from financing activities during the
   year ended September 30, 1997 consisted of net proceeds of $23.8 million
   from securities sold under agreements to repurchase.  For the year ended
   September 30, 1996, the largest source of funds from financing activities
   was $36.2 million from securities sold under agreements to repurchase and
   a $12.9 million net increase in notes payable to the FHLB.  The primary
   investing activities of the Company are the origination and purchase of
   loans and the purchase of mortgage securities.  During the years ended
   September 30, 1996 and 1997, the Company originated and purchased loans in
   the amounts of $309.5 million and $351.6 million, respectively.  These
   amounts include loans originated for sale.  Purchases of mortgage
   securities totalled $46.9 million and $73.1 million in fiscal years 1996
   and 1997, respectively.  

   During fiscal years 1996 and 1997, the Company's investing activities were
   funded by (1) principal repayments on loans and mortgage securities
   totalling $264.2 million and $282.4 million, respectively, (2) proceeds
   from the sale of loans totalling $55.1 million and $123.1 million,
   respectively, (3) proceeds from sales and maturities of U.S. government
   and agency securities available for sale of $4.5 million and $12.5
   million, respectively,  (4) proceeds from sales of marketable equity
   securities of $2.1 million and $1.9 million, respectively, and (5) 
   proceeds from the financing activities discussed above. 

   The Bank is required to maintain minimum levels of liquid assets as
   defined by regulations of the OTS. This requirement, which may be varied
   at the direction of the OTS depending upon economic conditions and deposit
   flows, is based upon a percentage of deposits and short-term borrowings.
   The required percentage is currently 5.0%. The Bank's regulatory liquidity
   ratios were 9.5% and 8.5% at September 30, 1996 and 1997, respectively.

   The Company's most liquid assets are cash and cash equivalents, which
   include investments in highly liquid, short-term investments. The levels
   of these assets are dependent on the Company's operating, financing and
   investing activities during any given period.  At September 30, 1996 and
   1997, cash and cash equivalents totalled $35.4 million and $42.9 million,
   respectively.

   Excess funds are generally invested in short-term investments such as
   interest-earning deposits or in mortgage securities.  In the event that
   the Company should require funds beyond its ability to generate them
   internally, additional sources of funds are available through the use of
   FHLB borrowings and reverse repurchase agreements.

   At September 30, 1997, the Company had outstanding loan origination
   commitments of $20.3 million and no commitments to purchase loans. The
   Company also had extended to customers unused lines of credit under home
   equity line of credit loans and commercial line of credit loans totalling
   $39.0 million and $29.4 million, respectively.  The Company anticipates
   that it will have sufficient funds available to meet its current loan
   commitments. Certificates of deposit held by depository customers of the
   Company which are scheduled to mature in one year or less at September 30,
   1997 totalled $248.1 million.  Based on the Company's deposit withdrawal
   experience, management believes that a significant portion of such
   deposits will remain with the Company.

   During fiscal years 1996 and 1997, the Company  repurchased under its
   stock repurchase programs a total  of  173,255 shares and 125,894 shares,
   respectively.  The aggregate purchase price was $5.7 million and $4.2
   million, respectively.  

   During fiscal years 1996 and 1997, the Bank made dividend payments to the
   Company of $8.3 million and $8.8 million, respectively.  During fiscal
   years 1996 and 1997, the Company paid dividends to its shareholders of
   $1.0 million and $1.2 million, respectively.

   At September 30, 1997, the Bank's capital exceeded all of the capital
   requirements of the OTS as mandated by federal law and regulations. 

   Mortgage Securities

   Mortgage securities, which consist of mortgage-backed and mortgage-related
   securities, increased to $358.2 million as of September 30, 1997 from
   $337.8 million as of September 30, 1996.  Purchases of mortgage securities
   totalled $46.9 million and $73.1 million in fiscal years 1996 and 1997,
   respectively.   All purchases of mortgage securities were either (1) one-
   to four-family residential mortgage securities issued by the Federal
   National Mortgage Association (FNMA) or the Federal Home Loan Mortgage
   Corporation (FHLMC), or (2) one- to four-family residential mortgage
   securities with at least an AA rating from a national rating agency.  All
   purchases of mortgage-related securities were securities backed by
   mortgage-backed securities of the type described in the previous sentence.

   Loans Receivable

   Loans receivable increased to $565.3 million as of September 30, 1997 from
   $562.8 million as of September 30, 1996 as loan originations exceeded loan
   repayments. One- to four-family residential first mortgage loans
   represented 70.0% and 64.4% of total gross loans receivable as of
   September 30, 1996 and 1997, respectively.  Consumer loans (primarily
   second mortgage loans) increased from 8.6% to 13.0% of total gross loans
   receivable as of September 30, 1996 and 1997, respectively. Additional
   information regarding loans receivable, non-performing loans and non-
   performing assets is provided below.
    
   Deposits

   Deposit accounts decreased to $670.8 million as of September 30, 1997 from
   $680.9 million as of September 30, 1996.  This decrease was primarily the
   result of a $14.7 million decrease in brokered deposits from $89.3 million
   as of September 30, 1996 to $74.6 million as of September 30, 1997, offset
   in part by internal growth in deposits, including interest credited, of
   4.6 million. 

   Borrowings

   Notes payable to FHLB increased slightly to $176.4 million as of September
   30, 1997 from $175.9 million as of September 30, 1996. 

   Borrowings under securities sold under agreements to repurchase increased
   to $72.1 million as of September 30, 1997 from $48.4 million as of
   September 30, 1996.  This increase was due to an increase in repurchase
   agreements with local governmental units that are customers of the Bank.


                           LOAN PORTFOLIO COMPOSITION

   Total loans, including loans held for sale, increased to $565.3 million as
   of September 30, 1997 from $562.8 million as of September 30, 1996.  The
   components of this increase are summarized, by type of collateral,  as
   follows:

                                              September 30        Increase
                                            1996        1997     (Decrease)
                                                   (In thousands)
    Real estate loans:
      One- to four-family   . . . . . .    $418,647    $378,701   ($39,946) 
      One- to four-family construction        7,598       5,148     (2,450) 
      Multi-family  . . . . . . . . . .      24,993      26,923      1,930  
      Commercial  . . . . . . . . . . .      54,671      63,755      9,084  
      Other construction and land   . .      30,161      24,448     (5,713) 
                                           --------    --------   --------- 
         Total real estate loans  . . .     536,070     498,975    (37,095) 
                                                                            
    Other loans:
      Home equity and second mortgage        43,893      67,997      24,104 
      Other consumer  . . . . . . . .         7,325       8,472       1,147 
      Commercial business   . . . . .        10,691      12,429       1,738 
                                           --------    --------   --------- 
         Total other loans  . . . . . .      61,909      88,898      26,989 
                                           --------    --------   --------- 
    Gross loans receivable  . . . . . .     597,979     587,873     (10,106)
    Add: Accrued interest . . . . . . .       3,718       3,755          37 
    Less:     Net items to loans        
              receivable  . . . . . . .     (38,915)    (26,369)     12,546 
                                           --------    --------   --------- 
      Total loans receivable  . . . . .    $562,782    $565,259      $2,477 
                                           ========    ========   ========= 


   Total loans receivable increased by $2.5 million during fiscal 1997.  One-
   to four-family residential mortgage loans decreased by $39.9 million, or
   9.5%,  during fiscal 1997 due primarily to customers with adjustable-rate
   mortgage loans exercising their option to convert to fixed rate loans
   which were then sold by the Bank into the secondary market.  One- to four-
   family residential mortgage loans include permanent loans to individuals
   for construction of single-family residences (which they will occupy upon
   completion of construction) totalling $50.7 million and $31.8 million as
   of September 30, 1996 and 1997, respectively.

   One- to four-family construction loans decreased by $2.5 million.  These
   loans are made to builders and developers for construction of single
   family detached residences and condominiums in the Company's market area.
   Commercial real estate loans increased by $9.1 million during fiscal 1997
   as the Company continued to increase its lending to  small businesses and
   professionals in the Company's market area.  

   Other construction and land loans decreased by $5.7 million during fiscal
   1997.  These loans are primarily secured by commercial construction
   projects (usually multi-family and condominium projects) in the Company's
   market area.

   Home equity and fixed-rate second mortgage loans increased by $24.1
   million in 1997 as the Company continued its emphasis on growth in
   consumer lending.  This growth in consumer loans is expected to continue
   in the future.

   Commercial business loans increased by $1.7 million during fiscal 1997. 
   These loans are loans to businesses which are secured by property other
   than real estate or are unsecured.  

                              NON-PERFORMING ASSETS


   Non-performing assets (consisting of non-performing loans and foreclosed
   properties) increased slightly to $5.0 million as of September 30, 1997
   from $4.8 million as of September 30, 1996.  The Company places loans into
   non-performing and non-accrual status when loans are contractually
   delinquent more than 90 days, or earlier if warranted based on
   management's assessment of the loan. Non-performing assets are summarized
   as follows for the dates indicated:

                                             September 30  
                               1993      1994     1995     1996     1997
                                       (In thousands)
    Non-performing loans:
      One- to four-family        $191     $867     $604    $666     $1,796 
      Commercial real
         estate . . . . . .     5,565    3,666    1,685     616        646 
      Construction and land        40      280        -   1,774        283 
      Commercial business         316       70      105     274         51 
      Consumer and other  .        81      106       13      84        385 
                               ------   ------   ------  ------     ------ 
         Total non-
              performing
              loans . . . .     6,193    4,989    2,407   3,414      3,161 
                               ------   ------   ------  ------     ------ 
    Foreclosed properties
     and properties subject
     to foreclosure:
      One- to four-family       1,203      224    1,547     869        954 
      Commercial real
         estate . . . . . .       429      662      533     534        839 
      Land  . . . . . . . .         -        -        -       -          - 
                               ------   ------   ------  ------     ------ 
         Total foreclosed
              assets  . . .     1,632      886    2,080   1,403      1,793 
                               ------   ------   ------  ------     ------ 
    Total non-performing
      assets  . . . . . . .    $7,825   $5,875   $4,487  $4,817     $4,954 
                               ======   ======   ======  ======     ====== 
    Total as a percentage of
      total assets  . . . .      1.20%    0.79%    0.46%   0.47%      0.48%
                                 ====     ====     ====    ====       ==== 


                          ALLOWANCE FOR LOSSES ON LOANS

   The Company establishes specific allowances for losses on loans when any
   significant and permanent decline in value occurs.  In addition, general
   loss allowances are provided based on past experience and on prevailing
   market conditions.  Management's evaluation of loss considers various
   factors including, but not limited to, fair value of the property, general
   economic conditions, loan portfolio composition, prior loss experience,
   estimated sales price, refurbishing costs, and holding and selling costs.
   The evaluation of the allowance for losses on loans includes a review of
   both known loan problems as well as a review of potential problems based
   upon historical trends and ratios.  Management believes that the allowance
   for losses on loans is adequate as of September 30, 1997 based upon its
   current evaluation of the factors discussed above.  Net charge-offs
   increased from  net recoveries of $22,000 in 1996 to net charge-offs of
   $336,000 in 1997.  

   A summary of activity in the allowance for losses on loans is as follows:

                                         Year Ended September 30        
                                1993      1994     1995      1996     1997
                                           (Dollars In thousands)

    Balance at beginning of
      year  . . . . . . . . .  $4,204    $4,937   $5,327    $5,271   $5,773 

    Additions charged to
      operations:
      One- to four-family   .      50        50       30          -        -
      Multi-family and
         commercial real
         estate . . . . . . .     526       526       60          -        -
      Consumer  . . . . . . .      24        24       50          -     150 
      Commercial business   .     120       120      320       480      210 
                               ------    ------   ------    ------   ------ 
                                  720       720      460       480      360 
    Additions from loan
      purchases and mergers:
      One- to four-family   .      -          -      469          -        -
      Multi-family and
         commercial real
         estate . . . . . . .      -          -       49          -        -
                               ------    ------   ------    ------   ------ 
                                   -          -      518          -        -
    Recoveries:
      One- to four-family   .      25        31       14        40       26 
      Multi-family and
      commercial real estate        -        61        -         -        - 
      Consumer  . . . . . . .       6         6       12        22        1 
      Commercial business   .      13         -       12         1      444 
                               ------    ------   ------    ------   ------ 
                                   44        98       38        63      471 
    Charge-offs:
      One- to four-family   .      (6)        -      (40)      (29)    (447)
      Multi-family and
         commercial real
         estate . . . . . . .       -      (408)    (841)         -        -
      Consumer  . . . . . . .     (25)      (20)     (32)       (8)    (261)
      Commercial business   .       -         -     (159)       (4)     (99)
                               ------    ------   ------    ------   ------ 
                                  (31)     (428)  (1,072)      (41)    (807)
                               ------    ------   ------    ------   ------ 
    Net recoveries (charge-
      offs)   . . . . . . . .      13      (330)  (1,034)       22     (336)
                               ------    ------   ------    ------   ------ 
    Balance at end of year  .  $4,937    $5,327   $5,271    $5,773   $5,797 
                               ======    ======   ======    ======   ====== 
    Ratio of net charge-offs
      to average loans
      outstanding during the
      year  . . . . . . . . .    0.00%     0.08%    0.20%     0.00%    0.06%
                               ======    ======   ======    ======   ====== 
    Allowance for losses on
      loans to non-performing
      loans   . . . . . . . .    79.7%    106.8%   219.0%    169.1%   183.4%
                               ======    ======   ======    ======   ====== 
    Allowance for losses on
      loans to total loans at
      end of year   . . . . .    1.28%     1.25%    1.03%     1.03%    1.03%
                               ======    ======   ======    ======   ====== 




                          ASSET / LIABILITY MANAGEMENT

   The Company's asset/liability management program seeks to maximize net
   income while managing the sensitivity of earnings to interest rate
   fluctuations.  By using a computer simulation model, the Company assesses
   the effect of changing interest rates on the Company's projected future
   profitability.  

   The Company uses a variety of tools to adjust its asset/liability
   position.  First, the Company has focused its residential lending on ARMs,
   which generally reprice within one to three years.  Second, the Company
   has focused its non-residential lending on adjustable or floating rate
   and/or short-term loans.  Third, the Company has focused its investment
   activities on short- and medium-term securities.  Fourth, the Company has
   attempted to maintain and increase its passbook and transaction deposit
   accounts, which are considered to be relatively resistant to changes in
   interest rates.  Fifth, the Company has utilized long-term borrowings and
   deposit marketing programs to adjust the term to repricing of its
   liabilities.  Sixth, the Company has used interest rate swaps to reduce
   its exposure to changes in interest rates. 

   The Company's asset/liability position may be analyzed by examining the
   extent to which its assets and liabilities are "interest rate sensitive"
   and by monitoring the interest rate sensitivity "gap."  An asset or
   liability is said to be interest rate sensitive within a specific time
   period if it will mature or reprice within that time period.  The interest
   rate sensitivity gap is defined as the difference between the estimated
   amount of interest-earning assets  maturing or repricing within a specific
   time period and the estimated amount of interest-bearing liabilities
   maturing or repricing within that time period.  A gap is considered
   positive when the amount of interest rate sensitive assets exceeds the
   amount of interest rate sensitive liabilities.  A gap is considered
   negative when the amount of interest rate sensitive liabilities exceeds
   the amount of interest rate sensitive assets.  During a period of rising
   interest rates, a negative gap tends to adversely affect net interest
   income while a positive gap tends to result in an increase in net interest
   income.  During a period of falling interest rates, a negative gap tends
   to result in an increase in net interest income while a positive gap tends
   to adversely affect net interest income. Management seeks to maintain a
   relatively balanced gap position in order to limit the Company's exposure
   to interest-rate risk.

   At September 30, 1997, total interest-bearing assets maturing or repricing
   within one year exceeded total interest-bearing liabilities maturing or
   repricing in the same period by $6.1 million, representing a positive
   one-year gap of 0.6% of total assets.  This gap compares to a  negative
   one-year gap of $46.7 million, or 4.6% of total assets, as of September
   30, 1996. This change relates primarily to the fact that the Company has
   sold almost of all its fixed-rate residential loans for the last several
   years and has purchased no fixed-rate mortgage securities for several
   years.  Management considers its gap position as of September 30, 1997 to
   be acceptable.

   The following table sets forth the amounts of interest-earning assets and
   interest-bearing liabilities outstanding at September  30, 1997 which the
   Company estimates will reprice or mature in  the future time periods
   shown, based upon certain assumptions.  Except as stated below, the amount
   of assets and liabilities shown as repricing or maturing during a
   particular period was determined based on the remaining term to repricing
   or maturity of the asset or liability. Fixed rate loans and
   mortgage-related securities are shown on the basis of management's
   estimate of annual payments and prepayments based on contractual
   amortization and forecasted prepayment rates. Loans and securities with
   adjustable rates are shown as repricing in the period during which the
   interest rates are next subject to change.  The Company has assumed that
   its passbook savings, money market and NOW accounts are withdrawn at the
   following rates: 

                                    Within       Over        Over
                                      One         1-3        3-5 
                                     Year        Years       Years
    Passbook accounts . . . . .       17%         26%         17%
    Money market accounts . . .       79%         11%         5%

    NOW accounts:
       Interest bearing . . . .       37%         34%         9%
       Non-interest bearing . .       41%         27%         14%


   For purposes of the gap analysis, loans receivable is reflected after
   deducting the undisbursed portion of loan proceeds and non-performing
   loans.  However, no deductions are made for the allowance for losses on
   loans or unamortized loan origination fees.  Certain shortcomings are
   inherent in the method of analysis presented in the foregoing table.  The
   Company's estimates for prepayments and withdrawals are subject to
   changing economic circumstances (especially changes in interest rates) and
   consumer behavior, both of which are beyond the Company's control.  As a
   result, certain assets and liabilities indicated as maturing or otherwise
   repricing within a stated period may, in fact, mature or reprice at
   different times or at different volumes. In addition, although certain
   assets and liabilities may have similar maturities or periods to
   repricing, they may react in different degrees to changes in market
   interest rates. Also, the changes in interest rates on certain types of
   assets and liabilities may lag behind changes in market rates. 
   Additionally, certain assets, such as ARM loans, have features which limit
   changes in interest rates on a short-term basis and over the life of the
   asset. 


   <TABLE>
                        CONSOLIDATED GAP ANALYSIS AS OF SEPTEMBER 30, 1997
   <CAPTION>
                                                             Amount Maturing or Repricing
                                       Within      Over 1-3    Over 3-5    Over 5       Total 
                                      One Year      Years       Years       Years       Amount
                                                        (Dollars in Thousands)

    <S>                                  <C>          <C>        <C>          <C>        <C> 
    Interest-earning assets:
    Fixed-rate loans receivable and
      mortgage securities:
      Loans receivable  . . . . . .      $44,222      $67,048    $43,249      $62,211    $216,730
      Mortgage securities   . . . .       74,708      121,731     57,896       32,660     286,995
                                         -------      -------    -------      -------     -------
                                         118,930      188,779    101,145       94,871     503,725

    Adjustable-rate loans
      receivables and mortgage
      securities:
      Loans receivable  . . . . . .      276,462       68,029      7,073          430     351,994
      Advances to unconsolidated
         partnerships . . . . . . .        3,649       2,071           -            -       5,720
      Mortgage securities   . . . .       70,547         669           -            -      71,216
                                         -------      -------    -------      -------     -------
                                         350,658       70,769      7,073          430     428,930
    Investment securities and other       41,445       16,980      1,477           -       59,902
                                         -------      -------    -------      -------     -------
         Total interest-earning
              assets  . . . . . . .     $511,033     $276,528   $109,695      $95,301    $992,557
                                         =======     ========    =======      =======     =======
    Interest-bearing liabilities:
    Deposits  . . . . . . . . . . .     $356,619    $221,934     $38,974      $53,248    $670,775
    Borrowings  . . . . . . . . . .      141,082      98,793       2,240        6,360     248,475
    Advance payments by borrowers
      for taxes and insurance              7,187           -           -            -       7,187
                                         -------      -------    -------      -------     -------
         Total interest-bearing
              liabilities . . . . .     $504,888    $320,727     $41,214      $59,608    $926,437
                                         =======     ========    =======      =======     =======

    Interest-earning assets less
      interest-bearing liabilities        $6,145    ($44,199)    $68,481      $35,693     $66,120
                                          ======     ========    =======      =======     =======
    Cumulative interest rate
      sensitivity gap   . . . . . .       $6,145    ($38,054)    $30,427      $66,120     $66,120
                                          ======     ========    =======      =======     =======
    Cumulative interest rate
      sensitivity gap as a
      percentage of total assets  .         0.6%       (3.7%)       2.9%         6.4%
                                          =====        =====      =====        ===== 
   </TABLE>


   Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

   The Company's financial performance is impacted by, among other factors,
   interest rate risk and credit risk.  The Company utilizes no derivatives
   to mitigate its credit risk, relying instead on loan review and an
   adequate loan loss reserve (see Management's Discussion and Analysis of
   Financial Condition and Results of Operation).

   Interest rate risk is the risk of loss in value due to changes in interest
   rates.  This risk is addressed by the Company's Asset Liability Management
   Committee ("ALCO"), which includes senior management representatives.  The
   ALCO monitors and considers methods of managing interest rate risk by
   monitoring changes in net portfolio value ("NPV") and net interest income
   under various interest rate scenarios.  The ALCO attempts to manage the
   various components of the Company's balance sheet to minimize the impact
   of sudden and sustained changes in interest rates on NPV and net interest
   income.

   The Company's exposure to interest rate risk is reviewed on at least a
   quarterly basis by the Board of Directors and the ALCO.  Interest rate
   risk exposure is measured using interest rate sensitivity analysis to
   determine the Company's change in NPV in the event of hypothetical changes
   in interest rates and interest liabilities.  If potential changes to NPV
   and net interest income resulting from hypothetical interest rate swings
   are not within the limits established by the Board, the Board may direct
   management to adjust its asset and liability mix to bring interest rate
   risk within Board-approved limits.

   In order to reduce the exposure to interest rate fluctuations, the Company
   has developed strategies to manage its liquidity, shorten the effective
   maturities of certain interest-earning assets, and increase the effective
   maturities of certain interest-bearing liabilities.  First, the Company
   has focused its residential lending on ARMs, which generally reprice
   within one to three years.  Second, the Company has focused its
   non-residential lending on adjustable or floating rate and/or short-term
   loans.  Third, the Company has focused its investment activities on short-
   and medium-term securities.  Fourth, the Company has attempted to maintain
   and increase its passbook and transaction deposit accounts, which are
   considered to be relatively resistant to changes in interest rates. 
   Fifth, the Company has utilized long-term borrowings and deposit marketing
   programs to adjust the term to repricing of its liabilities.  Sixth, the
   Company has used interest rate swaps to reduce its exposure to changes in
   interest rates. 

   Interest rate sensitivity analysis is used to measure the Company's
   interest rate risk by computing estimated changes in NPV of its cash flows
   from assets, liabilities and off-balance sheet items in the event of a
   range of assumed changes in market interest rates.  NPV represents the
   market value of portfolio equity and is equal to the market value of
   assets minus the market value of liabilities, with adjustments made for
   off-balance sheet items.  This analysis assesses the risk of loss in
   market rate sensitive instruments in the event of sudden and sustained
   increases and decreases in market interest rates ranging from one hundred
   to four hundred basis points.  The Company's Board of Directors has
   adopted an interest rate risk policy which establishes maximum decreases
   in the NPV ranging from 15% to 60% in the event of sudden and sustained
   increases and decreases in market interest rates.  The following table
   presents the Company's projected change in NPV for the various rate shock
   levels as of September 30, 1997 and the Board's established limitations
   relating thereto.  All market rate sensitive instruments presented in this
   table are classified as either held to maturity or available for sale. 
   The Company has no trading securities.

   <TABLE>
   <CAPTION>
                                                                          Percent Change
           Change in          Market Value of         Actual                          Board
         Interest Rates      Portfolio Equity          Change          Actual         Limit   

    <S>                         <C>                 <C>                  <C>           <C>
    400 basis point rise        $81,266,000         $(25,363,000)        24%           60%
    300 basis point rise         89,568,000          (17,061,000)        16%           45%
    200 basis point rise         97,100,000           (9,529,000)         9%           30%
    100 basis point rise        103,121,000           (3,508,000)         3%           15%
    Base Scenario               106,629,000                   0           0%           0%
    100 basis point decline     106,998,000              369,000          1%           15%
    200 basis point decline     102,955,000           (3,674,000)         3%           20%
    300 basis point decline      95,143,000          (11,486,000)        11%           25%
    400 basis point decline      85,820,000          (20,809,000)        20%           30%


   </TABLE>

   The preceding table indicates that at September 30, 1997, in the event of
   a sudden and sustained increase or decrease in prevailing market interest
   rates, the Company's NPV would be expected to decrease.  At September 30,
   1997, the Company's estimated changes in NPV were within the targets
   established by the Board of Directors.

   NPV is calculated based on the net present value of estimated cash flows
   utilizing market prepayment assumptions and market rates of interest
   provided by independent broker quotations and other public sources.

   Computation of forecasted effects of hypothetical interest rate changes
   are based on numerous assumptions, including relative levels of market
   interest rates, loan prepayments and deposits decay, and should not be
   relied upon as indicative of actual future results.  Further, the
   computations do not contemplate any actions the ALCO could undertake in
   response to changes in interest rates.

   Certain shortcomings are inherent in the method of analysis presented in
   the computation of NPV.  Actual values may differ from those projections
   presented, should market conditions vary from assumptions used in the
   calculation of the NPV.  Certain assets, such as adjustable-rate loans,
   which represent one of the Company's primary loan products, have features
   which restrict changes in interest rates on a short-term basis and over
   the life of the assets.  In addition, the proportion of adjustable-rate
   loans in the Company's portfolio could decrease in future periods if
   market interest rates remain at or decrease below current levels due to
   refinance activity.  Further, in the event of a change in interest rates,
   prepayment and early withdrawal levels would likely deviate significantly
   from those assumed in the NPV.  Finally, the ability of many borrowers to
   repay their adjustable-rate mortgage loans may decrease in the event of
   interest rate increases.


   Item 8.   Financial Statements and Supplementary Data

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



    Report of Ernst & Young LLP, Independent Auditors . . .   Page 53
    Consolidated Statements of Financial Condition as of
     September 30, 1996 and 1997  . . . . . . . . . . . . .   Page 54
    Consolidated Statements of Income for each year in the
     three-year period ended September 30, 1997   . . . . .   Page 55
    Consolidated Statements of Stockholders' Equity for
     each year in the three-year period ended
     September 30, 1997   . . . . . . . . . . . . . . . . .   Page 56
    Consolidated Statements of Cash Flows for each year in
     the three-year period ended September 30, 1997   . . .   Page 57
    Notes to Consolidated Financial Statements  . . . . . .   Page 60

  <PAGE>

                          Report of Ernst & Young LLP,
                              INDEPENDENT AUDITORS

   The Board of Directors
   Advantage Bancorp, Inc.


   We have audited the accompanying consolidated statements of financial
   condition of Advantage Bancorp,  Inc. and subsidiaries ("the Company") as
   of September 30, 1996 and 1997, and the related consolidated statements of
   income, stockholders' equity and cash flows for each of the three years in
   the period ended September 30, 1997. These financial statements are the
   responsibility of the Company's management. Our responsibility is to
   express an opinion on these financial statements based on our audits. 

   We conducted our audits in accordance with generally accepted auditing
   standards. Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are
   free of material misstatement. An audit includes examining, on a test
   basis, evidence supporting the amounts and disclosures in the financial
   statements. An audit also includes assessing the accounting principles
   used and significant estimates made by management, as well as evaluating
   the overall financial statement presentation. We believe that our audits
   provide a reasonable basis for our opinion. 

   In our opinion, the financial statements referred to above present fairly,
   in all material respects, the consolidated financial position of the
   Company at September 30, 1996 and 1997, and the consolidated results of
   its operations and cash flows for each of the three years in the period
   ended September 30, 1997 in conformity with generally accepted accounting
   principles.



   October 31, 1997
   Milwaukee, Wisconsin

   <PAGE>
                   ADVANTAGE BANCORP, INC.  AND  SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF
                               FINANCIAL CONDITION

                                                      September 30
    ASSETS                                       1996             1997
    Cash and cash equivalents (includes
     interest earning deposits of
     $17,714,761 - 1996; $30,518,837-
     1997)  . . . . . . . . . . . . . . . .    $35,445,646       $42,908,363 
    Certificates of deposit (approximates
     market value)    . . . . . . . . . . .        611,067           508,664 
    U.S. government and agency securities
     available for sale (at market value)       29,385,356        19,956,301 
    Mortgage-backed securities available
     for sale (at market value)   . . . . .    140,086,665       117,332,556 
    Mortgage-backed securities held to
    maturity (market value $11,159,367 -
    1996; $8,421,309-1997)  . . . . . . . .     11,011,238         8,321,934 
    Mortgage-related securities available
    for sale (at market value)  . . . . . .     15,226,120        14,105,718 
    Mortgage-related securities held to
     maturity (market value of
     $172,913,430 - 1996; $222,150,681 -
      1997)     . . . . . . . . . . . . . .    171,470,022       218,450,643 
    Marketable equity securities available
    for sale (at market value)  . . . . . .      5,043,091         9,281,261 
    Loans held for sale   . . . . . . . . .      3,056,000         4,907,212 
    Loans receivable - net  . . . . . . . .    559,725,640       560,352,039 
    Foreclosed properties and properties
     subject to foreclosure - net   . . . .      1,403,440         1,792,677 
    Investments in and advances to
     unconsolidated partnerships    . . . .      7,397,416         7,204,387 
    Office properties and equipment   . . .     12,531,601        12,756,398 
    Federal Home Loan Bank stock - at cost       8,795,600         8,918,000 
    Accrued interest on investments and
     mortgage-related securities  . . . . .      2,640,672         2,515,698 
    Deferred income taxes . . . . . . . . .      2,641,659                 - 
    Intangible assets . . . . . . . . . . .      6,902,259         5,860,052 
    Prepaid expenses and other assets . . .      3,012,020         2,290,536 
                                             -------------     ------------- 
                                            $1,016,385,512    $1,037,462,439 
                                             =============     ============= 
    LIABILITIES
    Deposits  . . . . . . . . . . . . . . .   $680,850,865      $670,775,364 
    Notes payable to Federal Home Loan Bank    175,910,000       176,360,000 
    Securities sold under agreements to
     repurchase   . . . . . . . . . . . . .     48,355,457        72,115,303 
    Advance payments by borrowers for taxes
     and insurance  . . . . . . . . . . . .      8,496,925         7,187,361 
    Accrued interest on deposit accounts  .      3,711,995         2,825,851 
    Accrued interest on notes payable and
     other borrowings   . . . . . . . . . .      1,377,204         2,607,869 
    Deferred income tax . . . . . . . . . .              -         2,226,660 
    Other liabilities . . . . . . . . . . .      8,419,561         2,898,434 
    Accrued income taxes  . . . . . . . . .        397,102         1,461,468 
                                              ------------      ------------ 
        Total liabilities   . . . . . . . .    927,519,109       938,458,310 

    STOCKHOLDERS' EQUITY
    Serial preferred stock, $.01 par value;
     authorized 5,000,000 shares; none
     outstanding  . . . . . . . . . . . . .             -                 -  
    Common stock, $.01 par value;
     authorized 10,000,000 shares; issued
     4,124,780 shares; outstanding:
     3,326,768 - 1996; 3,235,830 - 1997   .         33,000            33,000 
    Additional paid-in capital  . . . . . .     37,751,499        38,536,160 
    Loan to Employee Stock Ownership Plan .     (1,704,941)       (1,405,470)
    Unearned restricted stock awarded . . .       (894,777)         (839,055)
    Treasury stock, at cost: 798,102 shares
     - 1996; 888,950 - 1997 . . . . . . . .    (17,627,105)      (21,319,434)
    Unrealized gain (loss) on securities
     available for sale   . . . . . . . . .       (699,857)        2,667,084 
    Retained earnings   . . . . . . . . . .     72,008,584        81,331,844 
                                             -------------     ------------- 
        Total stockholders' equity  . . . .     88,866,403        99,004,129 

    Commitments and contingent liabilities
     (see note 14)  . . . . . . . . . . . .
                                             -------------     ------------- 
                                            $1,016,385,512    $1,037,462,439 
                                             =============     ============= 

          See accompanying notes to consolidated financial statements.


   <PAGE>

                    ADVANTAGE BANCORP, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME


                                              Year Ended September 30           
                                         1995          1996           1997   
    Interest income:
     Interest on loans  . . . .     $40,649,023   $45,037,786    $48,275,124
     Interest on
       mortgage-related
       securities . . . . . . .      23,407,834    24,658,171     24,518,920
     Interest and dividends on
       investment securities  .       2,305,959     2,897,154      2,405,839
     Other interest income  . .       1,152,621       996,962      1,466,945
                                    -----------   -----------    -----------
    Total interest income . . .      67,515,437    73,590,073     76,666,828

    Interest expense:
     Interest on deposits   . .      29,598,632    31,821,842     30,473,315
     Interest on notes payable
       and other borrowings . .       9,777,075    11,943,590     15,240,188
                                    -----------   -----------    -----------
      
     Total interest expense   .      39,375,707    43,765,432     45,713,503
                                    -----------   -----------    -----------
     Net interest income  . . .      28,139,730    29,824,641     30,953,325
    Provision for losses on
     loans  . . . . . . . . . .         460,000       480,000        360,000
                                    -----------   -----------    -----------
    Net interest income after
     provision for losses on
     loans  . . . . . . . . . .      27,679,730    29,344,641     30,593,325

    Non-interest income:
     Loan fees and service
       charges  . . . . . . . .         508,614       659,828        783,525
     Mortgage brokerage
     commissions  . . . . . . .         234,803     2,009,193      1,700,755
     Service charges on deposit
       accounts . . . . . . . .       1,924,993     2,466,310      2,790,423
     Gain on sales of loans -
       net  . . . . . . . . . .         107,513       875,830        627,446
     Net realized gain on
       securities available for
       sale . . . . . . . . . .         145,000       866,070      1,037,848
     Equity in net income of
       unconsolidated
       partnerships . . . . . .         116,335       113,685        178,610
     Other  . . . . . . . . . .       1,084,969     1,024,137      1,201,819
                                   ------------  ------------    -----------
     Total non-interest income        4,122,227     8,015,053      8,320,426

    Non-interest expenses:
     Salaries and employee
       benefits . . . . . . . .       8,200,652    10,014,275     10,905,060
     Occupancy  . . . . . . . .       2,397,697     2,985,996      3,239,517
     Data processing  . . . . .         590,938       655,837        728,589
     Advertising  . . . . . . .         530,953       533,066        698,127
     Federal deposit insurance
       premiums . . . . . . . .       1,323,680     1,595,462        647,775
     Assessment to recapitalize
       Savings Association
       Insurance Fund of FDIC                -      4,434,589             - 
     Writedown of intangible
       assets . . . . . . . . .              -      4,719,529             - 
     Amortization of intangible
       assets . . . . . . . . .       2,062,530     2,611,780      1,042,207
     Professional services  . .         380,987       540,674        469,104
     Other  . . . . . . . . . .       3,645,987     4,772,125      4,542,044
                                  ------------- -------------  -------------
     Total non-interest
       expenses . . . . . . . .      19,133,424    32,863,333     22,272,423
                                  ------------- -------------  -------------
    Income before income taxes       12,668,533     4,496,361     16,641,328

    Income taxes  . . . . . . .       4,517,548     1,463,824      5,953,449
                                  ------------- -------------  -------------
    Net income  . . . . . . . .      $8,150,985    $3,032,537    $10,687,879
                                  ============= =============  =============
    Earnings per share (Note 1)          $2.20          $0.83          $3.09
                                         =====          =====          =====


          See accompanying notes to consolidated financial statements.

    <PAGE>
                    ADVANTAGE BANCORP,  INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CHANGES IN 
                              STOCKHOLDERS' EQUITY

   <TABLE>
   <CAPTION>
                                                                                                      Unrealized
                                                                                          Unearned    Gain (Loss)
                                Additional                                               Restricted  on Securities
                     Common       Paid-in      Retained      Treasury         Loan         Stock       Available
                     Stock        Capital      Earnings       Stock         to ESOP       Awarded      for Sale        Total  

   <S>                 <C>       <C>           <C>          <C>            <C>          <C>           <C>      
   Balance at
     September 30,
     1994  . . . .     $33,000   $37,004,174   $63,221,297  $(10,027,931)  $(2,497,791) $(1,075,464)  $(3,722,622)   $82,934,663
   Net income  . .         ---          ---      8,150,985            ---           ---          ---           ---     8,150,985
   Awards of
    restricted
    stock  . . . .         ---       105,511           ---            ---           ---    (105,511)           ---           ---
   Purchase of
    treasury stock
    (162,591
    shares)  . . .         ---           ---           ---    (3,781,661)           ---          ---           ---   (3,781,661)
   Exercise of
    stock options
    (115,315
    shares)  . . .         ---       139,441     (463,940)      1,458,135           ---          ---           ---    1,133,636 
   Dividends paid          ---           ---     (665,120)            ---           ---          ---           ---     (665,120)
   Repayment of
    ESOP loan  . .         ---           ---           ---            ---       511,988          ---           ---      511,988 
   Amortization of
    unearned
    restricted
    stock awarded          ---           ---           ---            ---           ---      294,369           ---      294,369 
   Unrealized gain
    on securities
    available for                                                                                                 
    sale . . . . .         ---           ---           ---            ---           ---          ---     4,497,466    4,497,466 
   Other . . . . .         ---           512         1,598             57           ---          ---           ---        2,167 
                     ---------    ----------    ----------   -----------     ---------     --------        -------   ---------- 
   Balance at
     September 30,
     1995  . . . .      33,000    37,249,638    70,244,820   (12,351,400)   (1,985,803)    (886,606)       774,844   93,078,493 

   Net income  . .          -             -      3,032,537             -             -            -             -     3,032,537 
   Awards of
    restricted
    stock  . . . .          -        342,098            -              -             -     (140,557)            -        201,541
   Purchase of
    treasury stock
    (173,255
    shares)  . . .          -             -             -     (5,729,530)            -            -             -    (5,729,530)
   Exercise of
    stock options
    (35,891                                               
    shares)  . . .          -        159,763     (223,543)        453,825            -            -             -       390,045 
   Dividends paid           -             -    (1,045,230)             -             -            -             -    (1,045,230)
   Repayment of
    ESOP loan  . .          -             -             -              -        280,862           -             -       280,862 
   Amortization of
    unearned
    restricted
    stock  . . . .          -             -             -              -             -       132,386            -       132,386 
   Unrealized loss
    on securities
    available for                                                                                 - 
    sale . . . . .          -             -             -              -             -                 (1,474,701)   (1,474,701)
                     ---------    ----------    ----------   -----------     ---------     --------        -------   ---------- 
   Balance at
     September 30,
     1996  . . . .      33,000    37,751,499    72,008,584   (17,627,105)   (1,704,941)    (894,777)     (699,857)   88,866,403 

   Net income  . .          -             -    10,687,879              -             -            -             -    10,687,879 
   Awards of
    restricted
    stock  . . . .          -        466,819            -              -             -     (155,472)            -       311,347 
   Purchase of
    treasury stock
    (125,894
    shares)  . . .          -             -             -     (4,185,066)            -            -             -    (4,185,066)
   Exercise of
    stock options
    (34,956                                               
    shares)  . . .          -        317,842     (128,149)       492,737             -            -             -       682,430 
   Dividends paid           -             -    (1,236,470)             -             -            -             -    (1,236,470)
   Repayment of
    ESOP loan  . .          -             -             -              -       299,471            -             -       299,471 
   Amortization of
    unearned       
    restricted
    stock  . . . .          -             -             -              -             -      211,194             -       211,194 
   Unrealized gain
    on securities
    available for                                                                                 - 
    sale . . . . .          -             -             -              -             -                   3,366,941    3,366,941 
                     ---------    ----------   ----------    -----------    ----------     --------        -------   ---------- 
   Balance at
     September 30,
     1997  . . . .     $33,000   $38,536,160  $81,331,844   ($21,319,434)  ($1,405,470)   ($839,055)    $2,667,084  $99,004,129 
                     =========    ==========   ==========    ===========    ==========     ========      =========   ========== 

   </TABLE>

          See accompanying notes to consolidated financial statements.

   <PAGE>

                    ADVANTAGE BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                           Year Ended September 30      
                                     1995           1996            1997   
    Operating activities:

    Net income  . . . . . . . .    $8,150,985      $3,032,537    $10,687,879 
    Adjustments to reconcile
     net income to net cash
     provided by operating
     activities
     Provision for losses on
       loans  . . . . . . . . .       460,000         480,000        360,000 
     Provision for
       depreciation . . . . . .       912,397       1,085,360      1,369,030 
     Writedown of intangible
       assets . . . . . . . . .           -         4,719,529            -   
     Amortization of
       intangible assets  . . .     2,062,530       2,611,780      1,042,207 
     Equity in net income of
       unconsolidated
       partnerships . . . . . .      (116,335)       (113,685)      (178,610)
     Net loss (gain) on sale
       of foreclosed properties      (140,721)        (10,794)        90,747 
     Net amortization of
       discount and premiums on
       mortgage securities  . .      (785,634)       (816,812)      (708,347)
     Increase (decrease) in
       deferred income taxes  .     1,620,723      (4,157,935)     2,732,466 
     Increase (decrease) in
       accrued income taxes . .       243,187        (668,768)     1,064,366 
     Decrease (increase) in
       interest receivable  . .      (408,757)       (266,448)       109,093 
     Increase (decrease) in
       interest payable . . . .     1,574,886        (408,534)       344,521 
     Loans originated for sale    (17,349,224)    (55,754,049)   (95,740,854)
     Proceeds from sale of
       loans  . . . . . . . . .    15,928,424      55,103,049     93,889,642 
     Receipt of FHLB stock
     dividend   . . . . . . . .      (149,400)             -             -   
     Amortization of cost of
       restricted stock benefit
       plan . . . . . . . . . .       294,369         132,386        211,194 
     Increase (decrease) in
       accrued FDIC SAIF
       special assessment . . .            -        4,434,589     (4,434,589)
     Other  . . . . . . . . . .    (3,599,256)     (1,091,778)    (1,693,475)
                                   ----------      ----------     ---------- 
    Net cash provided by
     operating activities   . .     8,698,174       8,310,427      9,145,270 

    Investing activities:
     Proceeds from maturities
       of certificates of
       deposit  . . . . . . . .       914,598         198,000        102,706 
     Proceeds from sale and
       maturity of U.S.
       government and agency
       securities available for
       sale . . . . . . . . . .    36,326,805       4,500,000     12,500,000 
     Proceeds from sale of
       marketable equity
       securities . . . . . . .       435,750       2,088,713      1,934,877 
     Proceeds from sale of
       mortgage-backed
       securities available for
       sale . . . . . . . . . .     9,459,280              -              -  
     Proceeds from sale of
       FHLB stock . . . . . . .            -        1,477,600        677,600 
     Purchases of certificates
       of deposit . . . . . . .      (202,474)       (500,820)            -  
     Purchase of U.S.
       government and agency
       securities available for
       sale . . . . . . . . . .    (6,008,203)     (9,000,000)    (3,000,000)
     Purchase of FHLB stock   .            -         (425,600)      (800,000)
     Purchases of mortgage
       loans  . . . . . . . . .    (9,929,250)             -              -  
     Loans transferred to held
       for sale and sold  . . .            -               -      29,194,553 
     Purchases of mortgage-
       related securities held
       to maturity  . . . . . .   (88,527,687)    (44,888,700)   (73,148,108)
     Purchases of mortgage-
       backed securities held
       to maturity  . . . . . .    (4,874,040)             -              -  
     Principal repayments on
       mortgage-related
       securities held to
       maturity . . . . . . . .    12,322,954      18,930,463     26,695,410 
     Principal repayments on
       mortgage-backed
       securities held to
       maturity . . . . . . . .     4,080,032       3,151,987      2,948,927 
     Loan principal repayments    163,171,984     204,629,823    226,027,966 
     Loans originated   . . . .  (201,912,372)   (253,766,609)  (255,900,375)
     Principal repayments on
       loan to ESOP . . . . . .       511,988         280,863        299,471 
     Purchases of marketable
       equity securities  . . .    (1,553,187)     (2,785,453)    (3,631,618)
     Purchases of mortgage-
       backed securities
       available for sale . . .   (24,737,402)     (2,035,207)            -  
     Principal repayments on
       mortgage-backed
       securities available for
       sale   . . . . . . . . .    21,257,261      35,708,578     25,319,336 
     Principal repayments on
       mortgage-related
       securities available for
       sale . . . . . . . . . .       707,853       1,742,150      1,366,393 
     Proceeds from sale of
       foreclosed properties  .     1,098,902       1,435,313      1,184,664 
     Investments in and
       advances to
       unconsolidated
       partnerships . . . . . .            -       (2,690,555)            -  
     Principal repayments on
       loans to unconsolidated
       partnerships . . . . . .       166,907         178,500        247,635 
     Cash distribution from
       unconsolidated partner-
       ship . . . . . . . . . .        50,000         100,000        124,004 
     Additions to office
       properties and equipment      (740,142)     (3,070,369)    (1,593,827)
     Business acquisition, net
       of cash and cash
       equivalents acquired of
       $5,727,802: 
       Loans receivable . . . .   (37,181,491)             -              -  
       Mortgage-backed
        securities  . . . . . .   (34,168,133)             -              -  
       U.S. government and
        agency securities   . .   (45,543,011)             -              -  
       Intangible assets  . . .   (14,722,843)             -              -  
       Deposit accounts . . . .   106,934,528              -              -  
       FHLB advances  . . . . .     3,000,000              -              -  
       Other - net  . . . . . .     2,402,297              -              -  
                                 ------------    ------------   ------------ 
    Net cash used in investing
     activities   . . . . . . .  (107,259,096)    (44,741,323)    (9,450,386)

    Financing activities:
     Net increase (decrease)
       in deposit accounts  . .    67,652,253      (1,074,018)   (10,075,501)
     Proceeds from notes
       payable to the Federal
       Home Loan Bank . . . . .    41,000,000      64,500,000     51,000,000 
     Repayment of notes
       payable to the Federal
       Home Loan Bank . . . . .   (14,400,000)    (51,600,000)   (50,550,000)
     Net increase in
       securities sold under
       agreements to repurchase     9,709,637      36,245,820     23,759,846 
     Net increase (decrease)
       in advance payments by
       borrowers for taxes and
       insurance  . . . . . . .       546,332      (2,161,009)    (1,309,564)
     Proceeds from exercise of                                               
       stock options  . . . . .       994,252         230,304        364,588 
     Dividends paid   . . . . .      (665,120)     (1,045,230)    (1,236,470)
     Purchase of treasury
     stock  . . . . . . . . . .    (3,781,661)     (5,729,530)    (4,185,066)
                                 ------------    ------------    ----------- 
    Net cash provided by
     financing activities   . .   101,055,693      39,366,337      7,767,833 
                                 ------------    ------------    ----------- 
    Increase in cash and cash
     equivalents  . . . . . . .     2,494,771       2,935,441      7,462,717 

    Cash and cash equivalents:
    At beginning of year  . . .     30,015,434     32,510,205     35,445,646 
                                   -----------   ------------    ----------- 
    At end of year  . . . . . .    $32,510,205    $35,445,646    $42,908,363 
                                   ===========   ============    =========== 

    Supplemental disclosures of
     cash flow information:
     Interest paid (including
       amounts credited to
       deposit accounts)  . . .   $37,787,908     $44,173,966    $45,368,982 
     Income taxes paid  . . . .     2,195,556       4,889,068      2,156,615 
    Supplemental schedule of
     noncash investing
     activities:
     Loans receivable
       transferred to (from)
       foreclosed properties  .     2,152,524        (747,536)    (1,664,648)
     Securities transferred
       from held-to-maturity to
       available for sale . . .             -      37,300,000             -  



          See accompanying notes to consolidated financial statements.

   <PAGE>


                    ADVANTAGE BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997

   1.  Summary of significant accounting policies

   Advantage Bancorp, Inc. (the "Company") is a Wisconsin corporation
   incorporated in December 1991 for the purpose of becoming a savings and
   loan holding company for Advantage Bank FSB (the "Bank").  On March 20,
   1992, the Bank converted from a mutual to a stock form of ownership and
   the Company completed its initial public offering selling 4,124,780 shares
   at $9.20 per share.  The Company acquired all of the issued and
   outstanding capital stock of the Bank using a portion of the net proceeds
   from the conversion. 

   Business -  The Company provides a full range of financial services to
   individual customers and small businesses through the Bank in Wisconsin
   and Illinois.  The Company is subject to competition from other financial
   institutions.  The Company and its subsidiaries are also subject to the
   regulations of certain governmental agencies and undergoes periodic
   examinations by those regulatory authorities.

   Basis of financial statement presentation - The accounting and reporting
   policies of the Company and its subsidiaries conform to generally accepted
   accounting principles ("GAAP") and to general practices within the
   financial services industry.  In preparing the financial statements,
   management is required to make estimates and assumptions that affect the
   reported amounts of assets and liabilities as of the date of the balance
   sheet and revenues and expenses for the period.  Actual results could
   differ significantly from those estimates.  Material estimates that are
   particularly susceptible to significant change in the near-term relate to
   the determination of the allowance for losses on loans and the valuation
   of real estate acquired in connection with foreclosures or in satisfaction
   of loans.  In connection with the determination of the allowance for loan
   losses and the valuation of foreclosed properties, management obtains
   independent appraisals for significant properties.

   Principles of consolidation -  The consolidated financial statements
   include the accounts and operations of the Company, the Bank and its
   wholly owned subsidiaries. All significant intercompany accounts and
   transactions have been eliminated in consolidation. The Bank's investments
   in unconsolidated partnerships are accounted for using the equity method. 

   Interest on loans -  Interest on loans is recorded as income in the period
   earned. Allowances are established for accrued interest on loans on which
   any payments are considered uncollectible. 

   Allowance for losses on loans -  Specific allowances for losses on loans
   are established when any significant and permanent decline in value
   occurs.  In addition, general loss allowances are provided based on past
   experience and on prevailing market conditions. Management's evaluation of
   loss considers various factors, including, but not limited to, fair value
   of the property, general economic conditions, loan portfolio composition,
   prior loss experience, estimated sales price, refurbishing costs, holding
   costs and selling costs. Where loss is indicated, a specific allowance for
   the estimated loss is provided or the uncollectible portion of the asset
   is written off. 

   As of October 1, 1995, the Company adopted Statement of Financial
   Accounting Standards No. 114 entitled "Accounting by Creditors for
   Impairment of a Loan" (SFAS No. 114).   SFAS No. 114 requires that
   impaired loans be measured at the present value of expected future cash
   flows discounted at the loan's effective interest rate or, as a practical
   expedient, at the loan's observable market price or the fair value of the
   collateral if the loan is collateral dependent.  The Company's financial
   statement were not significantly impacted by the adoption of SFAS No. 114.


   Loan fees -  Loan origination and commitment fees and certain direct loan
   origination costs are deferred and the net amounts are amortized as an
   adjustment of the related loan's yield. The Bank is amortizing these
   amounts using the level-yield method over the contractual life of the
   related loans. 

   Sales of loans  - As of October 1, 1995, the Company adopted Statement of
   Financial Accounting Standards No. 122 entitled "Accounting for Mortgage
   Servicing Rights," (SFAS No. 122) which requires that an allocation of
   costs be made between loans and their related servicing rights for loans
   originated with a definitive plan to sell or securitize these loans and
   retain the servicing rights.  SFAS No. 122 requires entities to recognize
   a separate asset for servicing rights which increases the gain on sale of
   loans when the servicing rights are retained.  Prior to October 1, 1995, 
   costs were fully allocated to the loan and servicing income was recognized
   as it was received over the life of the loan.  Adoption of SFAS No. 122
   had the effect of  increasing  net income for fiscal years 1996 and 1997
   by approximately $400,000 and  $450,000, respectively.

   Loans held for sale -  Loans held for sale are carried at the lower of
   aggregate cost or market.

   Mortgage servicing rights  - The cost of mortgage servicing rights is
   amortized over the estimated life of the  estimated net servicing revenue
   using the level yield method.  Impairment of mortgage servicing rights is
   determined periodically based on the fair value of those rights.  The
   amount of impairment recognized is the amount by which the capitalized
   mortgage servicing rights exceed their fair value. The fair value of
   mortgage servicing rights is based on the present value of estimated
   future cashflows using current estimates of required market rates of
   return, loan prepaymenr rates, servicing costs, fee income, investment
   interest rates and other relevant factors.

   Investments in debt and equity securities - Investments in equity
   securities that have readily determinable fair values and investments in
   debt securities are classified in one of three categories and accounted
   for as follows:
   (1)  Debt securities that the enterprise has the positive intent and
   ability to hold to maturity are classified as "held-to-maturity
   securities" and reported at amortized cost.
   (2)  Debt and equity securities that are bought and held principally for
   the purpose of selling them in the near term are classified as "trading
   securities" and reported at fair value, with unrealized gains and losses
   included in earnings. The Company had no trading securities during fiscal
   year 1996 or 1997.
   (3)  Debt and equity securities not classified as either held-to-maturity
   securities or trading securities are classified as "available-for-sale
   securities" and reported at fair value, with unrealized gains and losses
   excluded from earnings and reported as a separate component of
   stockholders' equity.

   Management determines the appropriate classification for its securities at
   the time of purchase.

   As of December 31, 1995, the Company reclassified approximately $37.3
   million in securities from held-to-maturity to available-for-sale under
   the one-time opportunity allowed under the Guide to Implementation of
   Statement 115 on Accounting for Certain Investments in Debt and Equity
   Securities, which was issued by the Financial Accounting Standards Board
   ("FASB")  in November 1995.  Under this Guide, a one-time reclassification
   could be made without calling into question the propriety of the Company's
   stated intent relating to these securities in prior or subsequent periods.

   Foreclosed properties and properties subject to foreclosure -  Real estate
   owned (which was acquired by foreclosure or by deed in lieu of
   foreclosure) and real estate in judgment are written down to their fair
   value upon acquisition and are subsequently carried at the lower of cost
   or net realizable value. Costs relating to the development and improvement
   of property are capitalized; holding costs are charged to expense. 

   Office properties and equipment -  Land is carried at cost. Buildings,
   furniture and equipment are carried at cost, less accumulated
   depreciation. The costs of buildings, furniture and equipment are
   depreciated principally using the straight-line method over the estimated
   useful lives of the assets. 

   Income taxes -  Deferred income tax assets and liabilities are adjusted
   regularly to amounts estimated to be receivable or payable based on
   current tax law and the Company's tax status.  Consequently, tax expense
   in future years may be impacted by changes in tax rates and tax return
   limitations.

   Intangible assets -  The cost in excess of net assets of acquired
   businesses is being amortized on an accelerated basis over the lives of
   the long-term assets acquired in the business combination.  The cost in
   excess of net assets of acquired businesses, net of accumulated
   amortization, was $1,826,000 and $1,440,000 as of September 30, 1996 and
   1997, respectively.  Premiums resulting from the valuation of core
   deposits acquired in business combinations and the purchase of branch
   offices are being amortized on an accelerated basis over the estimated
   lives of the deposits using the level yield method.  Core deposit
   intangibles, net of accumulated amortization, were $5,076,000 and
   $4,420,000 as of September 30, 1996 and 1997, respectively.

   As of September 30, 1996, a $4,720,000 writedown of core deposit
   intangibles was recorded.  This writedown related primarily to the core
   deposit intangible asset arising from the acquisition of Amity Bancshares,
   Inc. ("Amity") on December 16, 1994.  The writedown brings the book value
   of the intangible asset to fair value based on a calculation of the
   present value of estimated future cashflows associated with the deposits. 
   This writedown was necessitated by a faster-than-projected net withdrawals
   of acquired deposits and lower-than-projected market interest rates which
   has lowered the cost of alternative sources of funds used to value the
   intangible.

   Cash equivalents -  The Company considers its demand deposits at other
   financial institutions to be cash equivalents. 

   Interest rate swap agreements -  The Company enters into interest rate
   swap agreements as a means of managing its exposure to rising market
   interest rates.  The agreements involve the receipt of floating rate
   amounts in exchange for the payment of fixed rate interest payments over
   the life of the agreement without an exchange of the underlying principal
   amount (the "notional amount").    The differential to be paid or received
   on interest rate swaps entered into to reduce the impact of changes in
   market interest rates is accrued as interest rates change and is
   recognized over the life of the agreements as interest income or expense. 
   The fair value of the swap agreements are not recognized in the financial
   statements.

   Stock based compensation - The Company adopted the provisions of Statement
   of Financial Accounting Standards No. 123 entitled "Accounting for Stock-
   Based Compensation" (SFAS No. 123) as of October 1, 1996.  SFAS No. 123
   establishes accounting and disclosure requirements using a fair value
   based method of accounting for stock-based compensation plans.  As
   permitted under the provisions of SFAS No. 123, the Company elected to
   continue to recognize compensation expense using the intrinsic value-based
   method of valuing stock options as contained in Accounting Principles
   Board Opinion No. 25.  For fiscal 1997,  the Company determined that the
   effect on net income and earnings per share of using the fair value based
   method of accounting defined in SFAS No. 123 applied on a pro forma basis
   for awards granted since July 1, 1995 under employee stock-based
   compensation plans was not material.

   Earnings per share -  Earnings per share of common stock is based on the
   weighted average number of shares of common stock and common stock
   equivalents outstanding during the year.  The resulting number of shares
   used in computing earnings per share for fiscal 1995, 1996 and 1997 was 
   3,706,235, 3,661,833 and 3,463,502, respectively.   Stock options are
   regarded as common stock equivalents and are therefore considered in the
   earnings per share calculations.  Common stock equivalents are computed
   using the treasury stock method.

   Stock dividend -  All per share amounts have been adjusted to reflect a
   25% stock dividend paid as of February 23, 1996 in the form of a five-for-
   four stock split.

   Accounting for transfers and servicing of financial assets and
   extinguishments of liabilities  - In June 1996, Statement of Financial
   Accounting Standards No. 125 entitled "Accounting for Transfers and
   Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS
   No. 125) was issued.  This statement, among other provisions, applies a
   "financial-components approach" that focuses on control, whereby an entity
   recognizes the sale of financial and servicing assets when control has
   been surrendered, and de-recognizes liabilities when extinguished.  SFAS
   No. 125 provides consistent standards of distinguishing transfers of
   financial assets that are sales from transfers that are secured
   borrowings.  This statement, effective for transfers and servicing of
   financial assets and extinguishment of liabilities occurring after
   December 31, 1996, was applied prospectively.  In December 1996, the FASB
   reconsidered certain provisions of SFAS No. 125 and issued Statement of
   Financial Accounting Standards No. 127, entitled "Deferral of the
   Effective Date of Certain Provisions of FASB Statement No. 125, an
   amendment of FASB Statement No. 125" (SFAS No. 127), which defers until
   December 31, 1997, the effective date of implementation for transactions
   related to repurchase agreements, dollar roll repurchase agreements,
   securities lending and similar transactions.  All provisions of SFAS No.
   125 continue to be applied prospectively, with earlier or retroactive
   application not permitted.  Management of the Company does not believe
   that the adoption of SFAS No. 127 will have a material effect on the
   Company's financial position, liquidity or results of operations.

   Reclassifications -  Certain amounts in the 1995 and 1996 financial
   statements have been reclassified to conform to the 1997 presentations. 

   Pending accounting changes -

   (1) Earnings per share:  In February 1997, the FASB issued Statement of
   Financial Accounting Standards No. 128, entitled "Earnings Per Share"
   (SFAS No. 128).  This statement establishes standards for computing and
   presenting earnings per share (EPS) and simplifies the standards for
   computing earnings per share previously found in Accounting Principles
   Board Opinion No. 15, "Earnings Per Share."  SFAS No. 128 supersedes
   Accounting Principles Board Opinion No. 15 and its interpretations and
   supersedes or amends other accounting pronouncements related to present
   computations of EPS.  The statement replaces the presentation of primary
   EPS with a presentation of basic EPS.  It also requires dual presentation
   with equal prominence of basic and diluted EPS for income from continuing
   operations and for net income on the face of the income statement for all
   entities with complex capital structures and requires a reconciliation of
   the numerator and denominator of the basic EPS computation to the
   numerator and denominator of the diluted EPS computation.  Basic EPS
   excludes dilution and is computed by dividing income available to common
   shareholders by the weighted-average number of common shares outstanding
   for the period.  Diluted EPS reflects the potential dilution that could
   occur if securities or other contracts to issue common stock were
   exercised or converted into common stock or resulted in the issuance of
   common stock that then shared in the earnings of the entity.

   The provisions of SFAS No. 128 are effective for financial statements for
   both interim and annual periods ending after December 15, 1997, with all
   prior periods EPS data restated to conform with SFAS No. 128.  Basic
   earnings per share for the fiscal years 1995, 1996 and 1997 would have
   been $2.36, $0.88 and $3.29, respectively.  Diluted earnings per share for
   the fiscal years 1995, 1996 and 1997 would have been $2.20, $0.83 and
   $3.05, respectively.

   (2)  Disclosure of information about capital structure:   In February
   1997, the FASB issued Statement of Financial Accounting Standards No. 129
   entitled "Disclosure of Information About Capital Structure" (SFAS No.
   129).  This statement basically consolidates disclosure requirements found
   in other previously existing accounting literature regarding capital
   structure.  SFAS No. 129 is effective for financial statements for periods
   ending after December 15, 1997, and since it contains no changes in the
   disclosure requirements, such adoption will not have a material effect on
   the Company's current capital structure disclosures.

   (3)  Reporting comprehensive income:  In June 1997, the FASB issued
   Statement of Financial Accounting Standards No. 130 entitled "Reporting
   Comprehensive Income" (SFAS No. 130).  This statement establishes
   standards for reporting and display of comprehensive income and its
   components in a full set of financial statements.  Comprehensive income is
   the total of reported net income and all other revenues, expenses, gains
   and losses that under generally accepted accounting principles bypass
   reported net income.  SFAS No. 130 requires that comprehensive income be
   reported in a financial statement that is displayed with the same
   prominence as other financial statements with the aggregate amount of
   comprehensive income reported in that same financial statement.  SFAS No.
   130 permits the statement of changes in stockholders' equity to be used to
   meet this requirement.  Companies are encouraged, but not required, to
   display the components of other comprehensive income below the total for
   net income in the statement of operations or in a separate statement of
   comprehensive income.  Companies are also required to display the
   cumulative total of other comprehensive income for the period as a
   separate component of equity in the statement of financial position.

   This statement is effective for fiscal years beginning after December 15,
   1997, with earlier application permitted.  Companies are also required to
   report comparative totals for comprehensive income in interim reports. 
   Management of the Company has not determined the period in which to adopt
   the provisions of this statement. 

   (4)  Disclosures about segments of an enterprise and related
   information:   In June 1997, the FASB issued Statement of Financial
   Accounting Standards No. 131 entitled "Disclosures About Segments of an
   Enterprise and Related Information" (SFAS No. 131).  This statement
   supersedes SFAS No. 14, "Financial Reporting for Segments of a Business
   Enterprise," and utilizes the "management approach" for segment reporting. 
   The management approach is based on the way that the chief operating
   decision maker organizes segments within a company for making operating
   decisions and assessing performance.  Reportable segments are based on any
   manner in which management disaggregates its company such as by products
   and services, geography, legal structure and management structure.  SFAS
   No. 131 requires disclosures for each segment that are similar to those
   required under current standards with the addition of quarterly disclosure
   requirements and more specific and detailed geographic disclosures
   especially by countries as opposed to broad geographic regions.  This
   statement also requires descriptive information about the way the
   operating segments were determined, the products/services provided by the
   operating segments, the differences between the measurements used in
   reporting segment information and those used in the general purpose
   financial statements, and the changes in the measurement of segment
   amounts from period to period.

   The provisions of SFAS No. 131 are effective for fiscal years beginning
   December 15, 1997, with earlier application permitted.  SFAS No. 131 does
   not need to be applied to interim statements in the initial year of
   application but such comparative information will be required in interim
   statements for the second year.  Comparative information for earlier years
   must be restated in the initial year of application.  Management of the
   Company has not determined the period in which to adopt the provisions of
   this statement.

      2.  Business combinations 

   On December 16, 1994, the Company completed the acquisition of Amity
   Bancshares, Inc. ("Amity") in a cash transaction for $25.0 million.  The
   transaction was accounted for as a purchase.  Amity, based in Tinley Park,
   Illinois, was the parent company of Amity Federal Bank for Savings.  Amity
   had total assets of $141.2 million as of December 16, 1994.  This
   acquisition resulted in the recording of a core deposit intangible of
   $11.8 million and goodwill (unidentifiable intangible asset) of $2.6
   million.  The core deposit intangible is being amortized to expense on an
   accelerated basis over the estimated life of the deposits.  Goodwill is
   being amortized to expense at a constant rate applied to the carrying
   amount of the long-term interest-earning assets.

   On August 21, 1995, the Company completed the cash purchase of
   substantially all of the assets of The Financial Center of Illinois, Inc.,
   a mortgage broker operating in the Chicago and Milwaukee metropolitan
   areas.  The purchase price was not material to the Company's consolidated
   financial statements.

      3.  Investments in securities
   The amortized cost and estimated market values of investment securities at
   September 30, 1996 and 1997 are as follows: 

   <TABLE>
   <CAPTION>
                                                                                       Estimated
                                      Amortized                                          Market
                                       Cost at         Gross           Gross            Value at
                                     September 30    Unrealized     Unrealized        September 30
                                          1996         Gains          Losses              1996   
   
    <S>                                <C>           <C>                  <C>              <C>   
    U.S government and agency
      securities available for
      sale:                                                                      
      U.S. Treasury notes   . . . .    $2,997,903    $          -         $38,528          $2,959,375 
      Federal Home Loan Bank notes     12,388,116          98,621          24,425          12,462,312 
      Federal National Mortgage
         Association notes  . . . .     7,510,349          23,972          10,685           7,523,636 
      Federal Farm Credit notes   .     1,997,671          36,704               -           2,034,375 
      Federal Home Loan Mortgage
         Corp. notes  . . . . . . .     1,989,803             -             9,933           1,979,870 
      Sallie Mae notes  . . . . . .     2,393,577          32,992             781           2,425,788 
                                      -----------         -------       ---------         ----------- 
                                      $29,277,419        $192,289         $84,352         $29,385,356 
                                      ===========         =======       =========         =========== 
    Mortgage-backed securities
      available for sale  . . . . .  $142,359,026        $564,865      $2,837,226        $140,086,665 
                                      ===========         =======       =========         =========== 
    Mortgage-backed securities held
      to maturity   . . . . . . . .   $11,011,238        $151,302          $3,173         $11,159,367 
                                      ===========         =======       =========         =========== 
    Mortgage-related securities
      available for sale:
      Interest only strips backed
         by FNMA MBS  . . . . . . .    $1,733,846      $1,081,127      $       -           $2,814,973 
      Principal only strips backed
         by FNMA MBS  . . . . . . .     7,873,451         109,782       1,255,757           6,727,476 
      A-rated whole loan CMO  . . .     4,746,922          97,233              -            4,844,155 
      AAA-rated FHLMC CMO   . . . .       869,831             -            30,315             839,516 
                                      -----------       ---------       ---------          ---------- 
                                      $15,224,050      $1,288,142      $1,286,072         $15,226,120 
                                      ===========       =========       =========          ========== 
    Mortgage-related securities
      held to maturity:
      CMOs backed by FNMA/FHLMC
         MBS  . . . . . . . . . . .    $52,773,160     $1,242,603        $302,219          $53,713,544
      AAA- and AA-rated whole loan
         CMOs . . . . . . . . . .      118,696,862      1,158,180         655,156          119,199,886
                                       -----------      ---------      ----------          -----------
                                      $171,470,022     $2,400,783        $957,375         $172,913,430
                                       ===========      =========      ==========          ===========
    Marketable equity securities
      available for sale  . . . . .     $4,431,768       $675,767         $64,464           $5,043,091
                                       ===========      =========      ==========          ===========
    U.S government and agency
     securities available for sale:                                              
     U.S. Treasury notes  . . . . .     $2,998,607         $1,664          $8,083           $2,992,188
     Federal Home Loan Bank notes        7,935,356         62,859           2,389            7,995,826
     Federal National Mortgage
       Association notes  . . . . .      3,493,830         11,482             -              3,505,312
     Federal Farm Credit notes  . .      1,998,536         39,589             -              2,038,125
     Federal Home Loan Mortgage
       Corp. notes  . . . . . . . .      1,993,963          4,318             -              1,998,281
     Sallie Mae notes   . . . . . .      1,419,079          7,490             -              1,426,569 
                                       -----------      ---------         -------          ----------- 
                                       $19,839,371       $127,402         $10,472          $19,956,301 
                                       ===========      =========         =======          =========== 
    Mortgage-backed securities
     available for sale   . . . . .   $116,349,132     $1,590,742        $607,318         $117,332,556 
                                       ===========      =========         =======          =========== 
    Mortgage-backed securities held
     to maturity. . . . . . . . . .     $8,321,934       $112,896         $13,521           $8,421,309 
                                       ===========      =========         =======          =========== 
    Mortgage-related securities
     available for sale:
     Interest only strips backed by
       FNMA MBS . . . . . . . . . .     $1,576,636       $617,790     $        -            $2,194,426 
     Principal only strips backed
       by FNMA MBS  . . . . . . . .      7,153,619        102,277         682,871            6,573,025
     A-rated whole loan CMO   . . .      4,692,896         96,126              -             4,789,022
     AAA-rated FHLMC CMO  . . . . .        562,417             -           13,172              549,245
                                       -----------      ---------        --------          -----------
                                       $13,985,568       $816,193        $696,043          $14,105,718
                                       ===========      =========        ========          ===========

    Mortgage-related securities
     held to maturity:
     CMOs backed by FNMA/FHLMC MBS     $97,750,808     $1,822,023        $217,710          $99,355,121
     AAA- and AA-rated whole loan
       CMOs . . . . . . . . . . .      120,699,579      2,344,783         248,802          122,795,560
                                       -----------      ---------         -------          -----------
                                      $218,450,387     $4,166,806        $466,512         $222,150,681
                                       ===========      =========        ========          ===========

    Marketable equity securities
     available for sale   . . . . .     $6,128,529     $3,173,131         $20,399           $9,281,261
                                       ===========      =========         =======           ==========


   The amortized cost and estimated market values of U.S. government and
   agency securities available for sale at September 30, 1997 by contractual
   maturity, are shown below.

                                                                  Estimated
                                                   Amortized        Market
                                                      Cost          Value    

    Due in one year or less . . . . . . . . .      $1,991,190     $2,003,438
    Due after one year through five years . .      17,848,181     17,952,863
                                                   ----------     ----------
                                                  $19,839,371    $19,956,301
                                                   ==========     ==========

   Mortgage securities generally have long-term (15 to 30 year) contractual
   maturities.  However, actual maturities are usually less than contractual
   maturities because borrowers have the right to call or prepay obligations
   without call or prepayment penalties.

   Proceeds from sales of securities available for sale were $2,088,713 and
   $1,934,877 for fiscal 1996 and 1997, respectively .  Gross gains of
   $866,070 and $1,037,848 were realized on those sales for fiscal 1996 and
   1997, respectively. 

   Accrued interest on investments and mortgage securities consists of: 

                                                       
                                                        September 30   
                                                       1996         1997   
    Certificates of deposit . . . . . . . . . . .  $    1,027   $    1,071 
    U.S. Government and agency securities . . . .     387,168      229,247 
    Mortgage securities . . . . . . . . . . . . .   2,252,477    2,285,380 
                                                   ----------   ---------- 
                                                   $2,640,672   $2,515,698 
                                                   ==========   ========== 


   4.  Loans receivable

   Loans receivable, including loans held for sale, consist of:

                                                      September 30   
                                                    1996          1997 
     First mortgage loans:
       One- to four-family residential . . .   $418,646,211   $378,701,477 
       Multi-family  . . . . . . . . . . . .     24,993,017     26,923,038 
       Commercial real estate  . . . . . . .     54,671,293     63,755,361 
       One- to four-family residential spec
        construction . . . . . . . . . . . .      7,598,430      5,148,277 
       Other construction and land . . . . .     30,160,649     24,447,585 
                                                -----------    ----------- 
                                                536,069,600    498,975,738 

     Other loans:
       Home equity and second mortgage . . .     43,893,371     67,996,673 
       Education . . . . . . . . . . . . . .      4,039,550      4,307,204 
       Automobile  . . . . . . . . . . . . .      1,553,137      1,662,553 
       Other consumer  . . . . . . . . . . .      1,732,221      2,501,883 
       Commercial business loans . . . . . .     10,691,062     12,429,365 
                                                -----------    ----------- 
                                                 61,909,341     88,897,678 
                                                -----------    ----------- 
     Total gross loans receivable  . . . . .    597,978,941    587,873,416 

     Add:  Accrued interest on all loans . .      3,718,382      3,754,653 
     Less:
       Undisbursed portion of loan proceeds     (30,099,538)   (19,149,988)
       Unamortized loan fees . . . . . . . .     (2,104,405)      (858,614)
       Allowance for loan losses . . . . . .     (5,773,354)    (5,796,842)
       Allowance for uncollected interest  .       (938,386)      (563,374)
                                                -----------    ----------- 
                                                (35,197,301)   (22,614,165)
                                                -----------    ----------- 
                                               $562,781,640   $565,259,251 
                                                ===========    =========== 


   As of September 30, 1997, there were no loans that had been the subject of
   a troubled debt restructuring.


   5.  Foreclosed properties and properties subject to foreclosure

   Foreclosed properties and properties subject to foreclosure are summarized
   as follows:

                                                     September 30
                                                  1996            1997  
    Real estate owned . . . . . . . . . . .     $1,034,703       $1,568,918 
    Real estate judgments subject to
      redemption  . . . . . . . . . . . . .        368,737          223,759 
                                                ----------       ---------- 
                                                $1,403,440       $1,792,677 
                                                ==========       ========== 


   6.  Allowance for losses on loans

   A summary of the activity in the allowance for losses on loans follows: 

                                                 September 30      
                                         1995       1996         1997   
       Balance at beginning of
         year  . . . . . . . . . .   $5,327,515  $5,271,182    $5,773,354 
       Additions from loan
         purchases   . . . . . . .      517,798          -             -  
       Provisions  . . . . . . . .      460,000     480,000       360,000 
       Charge-offs . . . . . . . .   (1,072,115)    (39,975)     (807,973)
       Recoveries  . . . . . . . .       37,984      62,147       471,461 
                                      ---------   ---------     --------- 
       Balance at end of year  . .   $5,271,182  $5,773,354    $5,796,842 
                                      =========   =========     ========= 

   A substantial portion of the Company's loans are collaterized by real
   estate in southern Wisconsin and northern Illinois.  Accordingly, the
   ultimate collectibility of a substantial portion of the Company's loan
   portfolio is susceptible to changes in market conditions in these
   geographic areas.  Management believes that the allowance for losses on
   loans is adequate.  While management uses available information to
   recognize losses, future additions to the allowances may be necessary
   based on changes in economic conditions.  In addition, various regulatory
   agencies, as an integral part of their examination process, periodically
   review the Company's allowance for losses on loans.  Such agencies may
   require the Company to recognize additions to the allowance based on their
   judgments of information available to them at the time of their
   examination.

   7.  Office properties and equipment

   Office properties and equipment are summarized as follows:

                                                        September 30
                                                   1996          1997  
    Cost:
      Land and improvements   . . . . . . .      $2,349,393    $2,361,411 
      Office buildings  . . . . . . . . . .       9,399,227     9,868,976 
      Furniture and equipment   . . . . . .       9,116,848     8,830,159 
                                                 ----------    ---------- 
                                                 20,865,468    21,060,546 
    Less allowances for depreciation  . . .      (8,333,867)   (8,304,148)
                                                 ----------    ---------- 
                                                $12,531,601   $12,756,398 
                                                 ==========    ========== 

   8.  Deposit accounts

   Deposit accounts are summarized as follows:       

                                             September 30
                                     1996                    1997
                               Amount       Rate       Amount        Rate

      Checking accounts:
      Noninterest bearing    $31,345,513     0.00%    $34,967,734    0.00%
      Interest-bearing  .     50,322,957     1.81      48,506,401    1.55 
      Variable rate money
         market accounts     147,038,443     3.92     155,016,308    3.92 
      Regular savings    
         accounts . . . .     43,010,687     2.50      40,378,028    1.98 
       Certificate
         accounts (by
         original
         maturity):
      One year or less  .    140,487,605     5.28     134,693,723    5.41 
      One to two years  .     95,289,041     5.80      93,122,979    5.76 
      Two to three years      94,304,153     5.81      86,551,604    6.09 
      Three to four years     49,092,040     6.07      47,965,892    6.19 
      Four to five years      27,644,036     6.00      26,861,399    5.99 
      Five or more years       2,316,390     6.54       2,711,296    6.33 
                             -----------    -----     -----------   ----- 
         Total           
          certificates  .    409,133,265     5.67     391,906,893    5.79 
                             -----------    -----     -----------   ----- 
                            $680,850,865     4.55%   $670,775,364    4.52%
                             ===========    =====     ===========   ===== 


   Deposit accounts with individual balances greater than $100,000 totaled
   $87,676,000 and $93,266,486 at September 30, 1996 and 1997, respectively.

   Aggregate annual maturities of certificate accounts at September 30, 1997
   were as follows:

    Matures during year
     ending September 30:
    1998  . . . . . . . . . . . . . . . . .         $248,128,557
    1999  . . . . . . . . . . . . . . . . . .         65,843,581
    2000  . . . . . . . . . . . . . . . . . .         65,731,484
    2001  . . . . . . . . . . . . . . . . . .          8,264,815
    2002  . . . . . . . . . . . . . . . . . .          3,009,981
    Thereafter  . . . . . . . . . . . . . . .            928,475
                                                     -----------
                                                    $391,906,893
                                                     ===========


   9.  Notes payable to the Federal Home Loan Bank

      Notes payable to the Federal Home Loan Bank consist of the following:


                                                September 30
   Matures During                      1996                    1997   
   Year Ending                Weighted                Weighted
    September 30                Rate       Amount       Rate       Amount 

      1997 . . . . . . . .        5.37%  $50,550,000       -  %    $      -  
      1998 . . . . . . . .        6.45    59,000,000      6.42     69,000,000
      1999 . . . . . . . .        6.42    56,925,000      6.41     61,925,000
      2000 . . . . . . . .        6.44     6,835,000      6.31     36,835,000
      2001 . . . . . . . .        6.64     1,000,000      6.64      1,000,000
      2002 . . . . . . . .        7.76     1,240,000      7.76      1,240,000
      2005 . . . . . . . .        8.45       360,000      8.45        360,000
      2007 . . . . . . . .         -            -         6.91      6,000,000
                                         -----------              -----------
                                  6.15% $175,910,000      6.43%  $176,360,000
                                         ===========              ===========

   At September 30, 1997, $28,500,000 of the above notes payable may be
   repaid without a prepayment penalty at six- month intervals.  All other
   notes are subject to a prepayment penalty if they are repaid prior to
   maturity.  The Bank is required to maintain as collateral unencumbered
   mortgage loans and mortgage-related securities such that the outstanding
   notes payable balance does not exceed 60% of the book value of this
   collateral.   In addition, these notes are collaterized by all Federal
   Home Loan Bank stock.

   10.  Securities sold under agreements to repurchase

   The Company enters into sales of securities under fixed coupon agreements
   to repurchase the identical securities (reverse repurchase agreements).
   Fixed-coupon reverse repurchase agreements are treated as financings and
   the obligations to repurchase securities sold are reflected as a liability
   in the statement of financial condition. The dollar amount of securities
   underlying the agreements remains in the asset accounts. The outstanding
   agreements had a weighted average interest rate of 5.87% and 5.67% at
   September 30, 1996 and 1997, respectively, and generally mature within
   twelve months after the fiscal year-end. The securities underlying the
   agreements, as summarized below, are held in safekeeping. 

                                                       September 30     
                                                     1996          1997   
    FHLMC mortgage-backed securities  . . . . .    $42,485,232  $50,827,442
    FNMA mortgage-backed securities . . . . . .      8,738,500    4,800,918
    Collaterized mortgage obligations . . . . .     22,133,917   32,302,752
    Accrued interest  . . . . . . . . . . . . .        444,748      516,403
                                                   -----------  -----------
    Total book value (approximates market
    value)  . . . . . . . . . . . . . . . . . .    $73,802,397  $88,447,515
                                                   ===========  ===========


   11.  Stockholders' equity

   The Bank is subject to various regulatory capital requirements
   administered by the federal banking agencies.  Failure to meet minimum
   capital requirements can initiate certain mandatory, and possibly
   additional discretionary, actions by regulators that, if undertaken, could
   have a direct material effect on the Bank's financial statements.  Under
   capital adequacy guidelines and the regulatory framework for prompt
   corrective action, the Bank must meet specific capital guidelines that
   involve quantitative measures of the Bank's assets, liabilities, and
   certain off-balance-sheet items as calculated under regulatory accounting
   practices.  The Bank's capital amounts and classification are also subject
   to qualitative judgments by the regulators about components, risk
   weightings, and other factors.

   Quantitative measures established by regulation to ensure capital adequacy
   require the Bank to maintain minimum amounts and ratios (set forth in the
   table below) of total and Tier 1 capital (as defined in the regulations)
   to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to
   adjusted total assets (as defined).  Management believes, as of September
   30, 1997, that the Bank meets all capital adequacy requirements to which
   it is subject. 

   As of September 30, 1997, the most recent notification from the Office of
   Thrift Supervision ("OTS") categorized the Bank as well capitalized under
   the regulatory framework for prompt corrective action.  To be categorized
   as well capitalized, the Bank must maintain minimum total risk-based, Tier
   1 risk-based, and Tier 1 leverage ratios as set forth in the table below. 
   There are no conditions or events since that notification that management
   believes have changed the institution's category.  

   The Bank's actual capital amounts and ratios are presented in the table
   below (dollars in thousands):

   
</TABLE>
<TABLE>
   <CAPTION>
                                                                                          To Be Well
                                                                                       Capitalized Under
                                                                   For Capital         Prompt Corrective
                                              Actual            Adequacy Purposes      Action Provisions
                                         Amount      Ratio      Amount     Ratio       Amount      Ratio  

    <S>                                   <C>          <C>       <C>          <C>        <C>         <C>
    As of September 30, 1997:
     Total Capital to Risk-Weighted
       Assets . . . . . . . . . . . .     $71,121      14.81%    $38,420      8.00%      $48,026     10.00%
     Tier 1 Capital to Risk-Weighted
       Assets . . . . . . . . . . . .      65,339      13.61%     19,210      4.00%       28,815      6.00%
     Tier 1 Capital to Adjusted Total
       Assets . . . . . . . . . . . .      65,339       6.43%     30,470      3.00%       50,874      5.00%

    As of September 30, 1996:
     Total Capital to Risk-Weighted
       Assets . . . . . . . . . . . .     $63,199      13.48%    $37,495      8.00%      $46,868     10.00%
     Tier 1 Capital to Risk-Weighted
       Assets . . . . . . . . . . . .      57,440      12.26%     18,747      4.00%       28,121      6.00%
     Tier 1 Capital to Adjusted Total
       Assets . . . . . . . . . . . .      57,440       5.72%     30,129      3.00%       50,215      5.00%
   </TABLE>

   Applicable rules and regulations of the OTS impose limitations on
   dividends by the Bank.  Within those limitations, certain "safe harbor"
   dividends are permitted, subject to providing the OTS at least 30 days
   advance notice.  The safe harbor amounts are based upon an institution's
   regulatory capital level.  Thrift institutions which have capital in
   excess of all capital requirements before and after the proposed dividend
   are permitted to make capital distributions during any calendar year up to
   the greater of (1) 100% of net income to date during the calendar year,
   plus one-half of the surplus over such institution's capital requirements
   at the beginning of the calendar year, or (2) 75% of net income over the
   most recent four-quarter period.  Additional restrictions would apply to
   an institution which does not meet its capital requirement before or after
   a proposed dividend.

   Unlike the Bank, the Company is not subject to regulatory restrictions on
   the payment of dividends to its shareholders.  However, the source of its
   future dividends may depend upon dividends from the Bank.


   12.  Income taxes

   The Company and its subsidiaries file a consolidated federal income tax
   return and separate state income tax returns.  Provisions are made in the
   income tax expense accounts for deferred taxes applicable to income and
   expense items reported in different periods for financial statement
   purposes than for income tax return purposes.

   Prior to October 1, 1996, the Bank qualified under provisions of the
   Internal Revenue Code which permitted as a deduction from taxable income
   allowable bad debt deductions based on a percentage of taxable income
   which significantly exceeded actual loss experience and the financial
   statement loan loss provisions.  At September 30, 1997, retained earnings
   includes approximately $22,400,000 for which no provision for income tax
   has been made.  Income taxes would be imposed at the then-applicable rates
   if the Bank were to use these reserves for any other purpose.  The income
   tax liability on this $22,400,000 would approximate $8,500,000.


   The provision for income taxes consists of the following:

                                        Year Ended September 30 
                                  1995            1996            1997   
    Current:
      Federal   . . . . . .      $3,000,755      $5,377,588      $2,845,124 
      State   . . . . . . .          78,952         129,357         266,707 
                                  ---------       ---------       --------- 
                                  3,079,707       5,506,945       3,111,831 
    Deferred:
      Federal   . . . . . .        1,381,170     (3,578,723)      2,656,897 
      State   . . . . . . .           56,671       (464,398)        184,721 
                                  ----------     ----------      ---------- 
                                   1,437,841     (4,043,121)      2,841,618 
                                  ----------     ----------      ---------- 
                                  $4,517,548     $1,463,824      $5,953,449 
                                  ==========     ==========      ========== 


   The provision for income taxes differs from that computed at the federal
   statutory corporate tax rate as follows: 

                                              Year Ended September 30
                                           1995         1996         1997  

    Income before income taxes  . . .  $12,668,533   $4,496,361  $16,641,328 
                                        ==========   ==========   ========== 
    Tax at federal statutory
      rate of 34%   . . . . . . . . .   $4,307,301   $1,528,763   $5,658,052 
    Add (deduct) effect of:
      State income taxes (net of
        federal income tax benefit)         89,511     (221,127)     297,942 
      Amortization of goodwill  . . .      113,973      137,265      131,253 
      Tax exempt interest-net   . . .       (6,436)      (7,287)      (6,021)
      Low income housing tax credit             -            -       (81,400)
      Other   . . . . . . . . . . . .       13,199       26,210      (46,377)
                                        ----------   ----------   ---------- 
    Provision for income taxes  . . .   $4,517,548   $1,463,824   $5,953,449 
                                        ==========   ==========   ========== 


      Deferred income taxes reflect the net tax effects of temporary
   differences between the carrying amounts of assets and liabilities for
   financial reporting purposes and the amounts used for income tax purposes. 
   The significant components of the Company's deferred tax assets
   (liabilities) are as follows:

                                                          September 30
                                                        1996         1997 
    Deferred tax assets:
      Allowance for losses on loans   . . . . . .  $1,115,048     $1,241,783 
      Accrued expenses deducted on a cash basis
         for tax purposes . . . . . . . . . . . .   2,142,966        739,855 
      Deferred loan fees  . . . . . . . . . . . .     372,571         38,041 
      Reserve for uncollected interest  . . . . .     328,553        197,435 
      State income taxes  . . . . . . . . . . . .     386,999        227,048 
      Unrealized losses on securities available
         for sale . . . . . . . . . . . . . . . .     425,085             -  
      Other   . . . . . . . . . . . . . . . . . .     175,836          5,438 
                                                   ----------     ---------- 
         Total deferred tax assets  . . . . . . .   4,947,058      2,449,600 
      Valuation allowance   . . . . . . . . . . .    (254,354)      (254,354)
                                                   ----------     ---------- 
         Adjusted deferred tax assets . . . . . .   4,692,704      2,195,246 
    Deferred tax liabilities:
      Differences between book and tax
         depreciation . . . . . . . . . . . . . .    (585,423)      (657,662)
      Income of partnerships  . . . . . . . . . .    (243,090)      (304,332)
      Recognition of discounts/premiums (related
         to acquisitions) . . . . . . . . . . . .    (997,773)      (997,956)
      FHLB dividends  . . . . . . . . . . . . . .    (224,759)      (277,445)
      Originated mortgage servicing rights  . . .          -        (473,745)
      Unrealized gains on securities available
         for sale . . . . . . . . . . . . . . . .          -      (1,710,766)
                                                   ----------     ---------- 
         Total deferred tax liabilities . . . . .  (2,051,045)    (4,421,906)
                                                   ----------     ---------- 
    Total net deferred tax asset (liability)  . .  $2,641,659    ($2,226,660)
                                                    =========     ========== 


   13.  Officer, director and employee plans

   Employees' Profit-Sharing and Savings Retirement Plan ("401k plan"):  The
   Company has a trusteed profit-sharing plan for all employees meeting
   minimum eligibility requirements.  Under this plan, participants may elect
   to defer a portion of their compensation (between 1% and 10%) and
   contribute this amount to the plan.  Employee contributions of up to 5% of
   compensation are matched 25% by the Company through employer contributions
   to the Employee Stock Ownership Plan discussed below. No employer
   contributions have been made to the 401(k) plan since 1991. 

   Stock Option Plans:  Under the Company's 1991 stock option plan, 1995
   equity incentive plan and 1996 non-employee director stock option plan,
   shares of common stock are reserved for the grant of both incentive and
   non-incentive stock options to officers, key employees and directors. The
   1991 and 1995 plans also provide for the issuance of restricted stock and
   stock appreciation rights.  All of the plans provide that option prices
   will not be less than the fair market value of the stock at the grant
   date.  The date on which the options are first exercisable is determined
   by the Personnel Committee of the Board of Directors.  Options granted
   under the 1991 and 1996 plans expire no later than ten years from the
   grant date.  Options granted under the 1995 plan have such terms as are
   determined by the Personnel Committee, except that the term of an
   incentive stock option may not exceed 10 years.

   A summary of stock option transactions follows:

                                         Number of       Average Option
                                           Shares        Price Per Share  
                                              
    Balance September 30, 1994  . . .         356,686               $10.07
      Granted   . . . . . . . . . . .          31,938               $25.14
      Conversion of acquired company
         options to Advantage
         options  . . . . . . . . . .          97,936                $6.26
      Exercised   . . . . . . . . . .        (115,315)               $8.62
                                            ---------               ------
    Balance September 30, 1995  . . .         371,245               $10.82
      Granted   . . . . . . . . . . .          26,476               $32.42
      Forfeited   . . . . . . . . . .         (16,250)              $24.51
      Exercised   . . . . . . . . . .         (35,887)               $6.42
                                            ---------               ------
    Balance September 30, 1996  . . .         345,584               $20.38
      Granted   . . . . . . . . . . .          16,726               $31.58
      Forfeited   . . . . . . . . . .          (2,000)              $34.00
      Exercised   . . . . . . . . . .         (34,956)              $10.43
                                            ---------               ------
    Balance September 30, 1997  . . .         325,354               $13.34
                                            =========               ======

   Options to purchase 299,999 shares were exercisable as of September 30,
   1997.  

   Employee Stock Ownership  Plan("ESOP"):  The Company sponsors an ESOP
   which covers substantially all employees with more than one year of
   employment and who have attained the age of 21.  In 1992, the ESOP
   borrowed $3,036,000 from the Company to purchase 330,000 common shares of
   the Company in the initial public offering.  The Bank makes scheduled
   discretionary cash contributions to the ESOP sufficient to service the
   amount borrowed.  The unpaid balance of the ESOP loan is reflected as a
   reduction from stockholders' equity in the Company's consolidated
   statements of financial condition.  ESOP expense was $366,589, $ 347,594
   and $312,280 in fiscal years 1995, 1996 and 1997, respectively.  These
   amounts include the amounts allocated to employer matching contributions
   under the 401(k) plan.

   Bank Incentive Plans:   The Company has four Bank Incentive Plans ("BIPs")
   which acquired a total of 4% of the shares of common stock in the initial
   public offering.  The Bank contributed $1,518,000 to the BIPs to enable
   the BIP trustee to acquire a total of 165,000 shares of the common stock
   in the initial public offering.  Shares were awarded to employees in
   management positions in order to provide them with a proprietary interest
   in the Company in a manner designed to encourage such employees to remain
   with the Company.  A summary of shares granted under the BIPs follows:

                                                  Market Value of
                                   Number of          Stock at
                                     Shares         Date of Grant 

    Balance September 30,    
      1994  . . . . . . . . .            129,371            $11.25
      Granted   . . . . . . .              8,116            $22.20
      Forfeited   . . . . . .             (8,700)           $10.34
                                        --------            ------
    Balance September 30,    
      1995  . . . . . . . . .            128,787            $12.00
      Granted   . . . . . . .              7,747            $27.35
      Forfeited   . . . . . .            (13,579)           $22.25
                                        --------            ------
    Balance September 30,    
      1996  . . . . . . . . .            122,955            $11.83
      Granted   . . . . . . .              6,501            $33.12
                                        --------            ------
    Balance September 30, 1997           129,456            $12.90
                                        ========            ======



   The contribution to the BIPs is being amortized to compensation expense as
   the Bank's employees become vested in those shares. Amortization expense
   was $294,369, $132,386 and $211,194 for fiscal years 1995, 1996, and 1997, 
   respectively.  The unamortized cost, which is comparable to deferred
   compensation, is reflected as a reduction of stockholders' equity.

   14.  Financial instruments with off-balance sheet risk

   The Company is a party to various financial instruments with off-balance
   sheet risk in the normal course of business.  These instruments include
   commitments to extend credit and interest rate swaps used to manage its
   interest rate risk.  These instruments involve, in varying degrees,
   elements of credit risk and interest rate risk in excess of the amounts
   recorded in the consolidated financial statements.  The contract amounts
   of these instruments reflect the extent of involvement the Bank has in
   particular classes of financial instruments.

   The Company's exposure to credit loss in the event of nonperformance by
   the other party to the financial instrument for commitments to extend
   credit and minimize interest rate risk is represented by the contractual
   amount of those instruments.  The Company uses the same credit policies in
   making commitments as it does for on balance-sheet instruments.

   Financial instruments whose contract amounts represent credit risk are as
   follows at September 30:

                                                     1996           1997   
    Commitments to originate mortgage loans:
       Fixed-rate (average rate of 7.62%-
          1997)   . . . . . . . . . . . . . .     $1,119,500     $3,720,200
       Adjustable-rate  . . . . . . . . . . .     $7,401,310     $4,498,321
    Unused lines of credit:
       Home equity (adjustable-rate)  . . . .    $27,592,918    $39,008,824
       Commercial loans (fixed-rate)  . . . .    $28,080,000    $29,356,595
    Interest rate swaps--notional amount (pay
       fixed rate, receive floating rate):
       Maturing 1997  . . . . . . . . . . . .    $30,000,000    $      --  
       Maturing 1998  . . . . . . . . . . . .     10,000,000     10,000,000
       Maturing 1999  . . . . . . . . . . . .         ---        30,000,000
                                                  ----------     ----------
       Total interest rate swaps  . . . . . .    $40,000,000    $40,000,000
                                                  ==========     ==========


   Commitments to originate mortgage loans are agreements to lend to
   customers as long as there is no violation of any condition established in
   the contract.  Commitments generally have fixed expiration dates or other
   termination clauses and may require payment of a fee.  Since some
   commitments expire without being drawn upon, the total commitment amounts
   do not necessarily represent future cash requirements.  The Company
   evaluates each customer's creditworthiness on a case-by-case basis. 
   Collateral varies but consists primarily of one- to four-family residences
   and income-producing commmercial properties.

   Commitments to extend credit on a fixed-rate basis expose the Company to a
   certain amount of interest-rate risk if market rates of interest
   substantially increase during the commitment period.  This exposure,
   however, is mitigated by contracting for firm commitments to sell the
   majority of these loans.  Commitments outstanding to sell loans at
   September 30, 1997 amounted to $7,720,000.

   The Company enters into interest rate swaps to help manage its interest
   rate risk.  In these swaps, the Company agrees to exchange, at specified
   intervals, the difference between fixed- and floating-interest amounts
   calculated on an agreed-upon notional principal amount.  Because the
   Company tends to have have interest-earning assets with a longer duration
   than its interest-bearing liabilities, interest-rate swaps are used in
   which the Company pays a fixed rate and receives a floating rate to reduce
   the impact of changes in interest rates on the Company's net interest
   income.    The net amount payable or receivable from interest-rate swap
   agreements is accrued as an adjustment to interest income.  

   The Company's current credit exposure on swaps is limited to the value of
   interest rate swaps that have become favorable to the Company.  At
   September 30, 1997, the market value of interest-rate swaps was a negative
   $170,109. 


   15.  Fair value of financial instruments

   The Company discloses fair value information about financial instruments,
   whether or not recognized in the statements of financial condition, for
   which it is practicable to estimate that value.  In cases where quoted
   market prices are not available, fair values are based on estimates using
   present value or other valuation techniques.  Those techniques are
   significantly affected by the assumptions used, including the discount
   rate and estimates of future cash flows.  In that regard, the derived fair
   value estimates cannot be substantiated by comparison to independent
   market data and, in many cases, could not be realized in immediate
   settlement of the instrument.  Certain financial instruments and all non-
   financial instruments are excluded from this disclosure.  Accordingly, the
   aggregate fair value amounts presented do not represent the underlying
   value of the Company.

    It is not the Company's intent to liquidate and realize the difference
   between market value and carrying value of its financial instruments. Even
   if the Company's financial instruments were liquidated, there can be no
   assurance that the estimated market values could be realized.  

   The following methods and assumptions were used by the Company in
   estimating the fair value disclosures for financial instruments:

   Cash and cash equivalents, certificates of deposit, and accrued interest:

   The carrying amounts reported in the statements of financial condition
   approximate the fair values of those assets and liabilities.

   Investment and mortgage securities:  Fair values for investment, mortgage-
   backed and mortgage-related securities are based on quoted market prices,
   where available.  If quoted market prices are not available, fair values
   are based on quoted market prices of comparable instruments.

   Loans receivable:  The fair value of loans held for sale is based on
   quoted market prices.  The fair value of residential mortgage loans held
   for investment, commercial real estate loans, commercial business loans,
   consumer loans and other loans is estimated using discounted cash flow
   analyses, using interest rates currently being offered for loans with
   similar terms to borrowers of similar credit quality.  

   Mortgage servicing rights:  Mortgage loan servicing rights, which
   represent the Company's contractual right to service loans for others,
   represent a distinct income producing intangible asset that could be
   realized by selling those rights to another party.  The Company's
   consolidated balance sheet reflects only originated mortgage servicing
   rights acquired after September 30, 1995.  The Company has no purchased
   servicing rights.

   Federal Home Loan Bank stock:  The fair value of Federal Home Loan Bank
   stock is based on cost, which is also equal to its redeemable value.

   Deposits:  The fair value disclosed for NOW accounts, passbook accounts
   and money market accounts is equal to the amount payable on demand (i.e.,
   their carrying value).  The fair value of fixed-rate certificates of
   deposit is estimated using discounted cash flow calculations with the
   discount rates equal to interest rates currently being offered by the
   Company for certificates with similar terms and maturities.

   Notes payable to Federal Home Loan Bank and Securities sold under
   agreements to repurchase:  The fair value of these borrowings is estimated
   using discounted cash flow calculations with the discount rates equal to
   interest rates currently being offered for borrowings with similar terms
   and maturities. 

   The carrying amounts and fair values of the Company's financial
   instruments consist of the following:

   <TABLE>
   <CAPTION>
                                                September 30, 1996             September 30, 1997  
                                              Carrying                      Carrying
                                               Amount       Fair Value       Amount        Fair Value

    <S>                                       <C>            <C>             <C>             <C>   
    FINANCIAL ASSETS
    Cash and cash equivalents . . . . . .     $35,445,646    $35,445,646     $42,908,363     $42,908,363
    Certificates of deposit . . . . . . .         611,067        611,067         508,664         508,664
    U.S. government and agency securities
       available for sale   . . . . . . .      29,385,356     29,385,356      19,956,301      19,956,301
    Mortgage-backed securities available 
       for sale . . . . . . . . . . . . .     140,086,665    140,086,665     117,332,556     117,332,556
    Mortgage-backed securities held to   
       maturity . . . . . . . . . . . . .      11,011,238     11,159,367       8,321,934       8,421,309
    Mortgage-related securities available
       for sale . . . . . . . . . . . . .      15,226,120     15,226,120      14,105,718      14,105,718
    Mortgage-related securities held to  
       maturity . . . . . . . . . . . . .     171,470,022    172,913,430     218,450,643     222,150,681
    Marketable equity securities  . . . .       5,043,091      5,043,091       9,281,261       9,281,261
    Loans held for sale . . . . . . . . .       3,056,000      3,056,000       4,907,212       4,907,212
    Loans receivable:
       First mortgage loans . . . . . . .     494,452,348    502,024,395     467,930,645     472,849,646
       Consumer loans . . . . . . . . . .      50,863,848     51,574,813      76,237,377      76,768,349
       Commercial business loans  . . . .      10,691,062     10,731,328      12,429,365      12,588,234
       Accrued interest receivable  . . .       3,718,382      3,718,382       3,754,653       3,754,653
                                              -----------    -----------     -----------     -----------
                                              559,725,640    568,048,918     560,352,040     565,960,882

    Mortgage servicing rights . . . . . .         630,512        724,268       1,353,558       1,353,558
    Federal Home Loan Bank stock  . . . .       8,795,600      8,795,600       8,918,000       8,918,000
    Accrued interest on investments and
       mortgage securities  . . . . . . .       2,640,672      2,640,672       2,515,698       2,515,698
                                              -----------    -----------   -------------   -------------
                                             $983,127,629   $993,136,200  $1,008,911,948  $1,018,320,203
                                              ===========    ===========   =============   =============
    FINANCIAL LIABILITIES
    Deposits:
       NOW accounts . . . . . . . . . . .     $81,668,470    $81,668,470     $83,474,135     $83,474,135
       Variable rate money market        
          deposits  . . . . . . . . . . .     147,038,443    147,038,443     155,016,308     155,016,308
       Regular savings accounts . . . . .      43,010,687     43,010,687      40,378,028      40,378,028
       Certificates of deposit  . . . . .     409,133,265    410,443,753     391,906,893     392,663,715
                                              -----------    -----------     -----------     -----------
                                              680,850,865    682,161,353     670,775,364     671,532,186

    Notes payable to Federal Home Loan        175,910,000    175,848,137     176,360,000     177,122,765
       Bank . . . . . . . . . . . . . . .
    Securities sold under agreement to   
       repurchase . . . . . . . . . . . .      48,355,457     48,419,656      72,115,303      72,048,397
    Accrued interest on deposit accounts        3,711,995      3,711,995       2,825,851       2,825,851
    Accrued interest on borrowings  . . .       1,377,204      1,377,204       2,607,869       2,607,869
    Interest rate swaps . . . . . . . . .              -         183,641              -          170,109
                                              -----------    -----------     -----------     -----------
                                             $910,205,521   $911,701,986    $924,684,387    $926,307,177
                                              ===========    ===========     ===========     ===========
   </TABLE>


   The above table does not include any amount for the value of core deposit
   intangibles.   The above table also does not include off-balance sheet
   items except interest rate swaps  (see Note 14) since the fair value of
   these items is not significant.


   16.  Condensed parent company only financial statements

   The following condensed statements of financial condition as of September
   30, 1996 and 1997 and the condensed statements of income and cash flows
   for the years ended  September 30, 1996 and 1997 for the Company only
   should be read in conjunction with the consolidated financial statements
   and the notes thereto.

                        Statements of Financial Condition
                             Advantage Bancorp, Inc.

                                                        September 30
    Assets                                           1996           1997    

    Cash and cash equivalents deposited in Bank   $11,971,650    $10,362,754 
    Certificates of deposit . . . . . . . . . .        11,067          8,664 
    Marketable equity securities available for
       sale . . . . . . . . . . . . . . . . . .     5,043,091      9,281,261 
    U.S. agency securities available for sale .       500,514        501,719 
    Loans to Cranberry III Partnership  . . . .             -      5,719,736 
    Mortgage-backed securities available for
       sale . . . . . . . . . . . . . . . . . .       306,110        222,263 
    Mortgage-related securities available for
       sale . . . . . . . . . . . . . . . . . .     3,216,380      3,210,143 
    Equity in net assets of subsidiaries  . . .    69,348,903     71,937,377 
    Accrued interest on investments and
       mortgage securities  . . . . . . . . . .        17,465         16,720 
    Other assets  . . . . . . . . . . . . . . .             -         66,856 
                                                  -----------   ------------ 
                                                  $90,415,180   $101,327,493 
                                                  ===========   ============ 
    Liabilities
    Other liabilities . . . . . . . . . . . . .      $307,015       $193,439 
    Deferred income taxes . . . . . . . . . . .       106,676      1,253,164 
    Accrued income taxes  . . . . . . . . . . .       240,309         37,706 
    Payable to Bank - unearned restricted stock       894,777        839,055 
                                                   ----------     ---------- 
          Total liabilities   . . . . . . . . .     1,548,777      2,323,364 
    Stockholders' Equity
    Common stock  . . . . . . . . . . . . . . .        33,000         33,000 
    Additional paid-in capital  . . . . . . . .    37,751,499     38,536,160 
    Loan to Employee Stock Ownership Plan . .      (1,704,941)    (1,405,470)
    Unearned restricted stock awarded . . . . .      (894,777)      (839,055)
    Unrealized gain (loss) on securities
       available for sale . . . . . . . . . . .      (699,857)     2,667,084 
    Treasury stock  . . . . . . . . . . . . . .   (17,627,105)   (21,319,434)
    Retained earnings . . . . . . . . . . . . .    72,008,584     81,331,844 
                                                  -----------    ----------- 
          Total stockholders' equity  . . . . .    88,866,403     99,004,129 
                                                  -----------    ----------- 
                                                  $90,415,180   $101,327,493 
                                                  ===========    =========== 


                              Statements of Income
                             Advantage Bancorp, Inc.

                                           Year Ended September 30
                                       1995         1996         1997 
    Interest and dividend income:
      Interest income from
       deposits in Bank . . . . .      $467,569     $583,889     $440,639
      Interest on mortgage
       securities . . . . . . . .       249,254      155,054      178,708
      Interest on loans to
       Cranberry III Partnership            -            -        356,602
      Interest on loan to Employee
       Stock Ownership Plan . . .       206,962      167,052      138,209
      Other interest and dividends       87,562      197,952      207,256
                                      ---------    ---------    ---------
      Total interest and dividend
       income . . . . . . . . . .     1,011,347    1,103,947    1,321,414
    Non-interest income:
      Equity in net income of Bank
       and its subsidiaries . . .     7,602,935    2,247,751    9,654,843
      Gain on sale of securities        145,000      973,848      604,393
                                      ---------    ---------   ----------
      Total non-interest income .     7,747,935    3,221,599   10,259,236
                                      ---------    ---------   ----------
                                      8,759,282    4,325,546   11,580,650
    Non-interest expense  . . . .       291,138      576,867      210,477
                                      ---------    ---------   ----------
    Income before income taxes  .     8,468,144    3,748,679   11,370,173
    Income taxes  . . . . . . . .       317,159      716,142      682,294
                                      ---------    ---------   ----------
    Net income  . . . . . . . . .    $8,150,985   $3,032,537  $10,687,879
                                      =========    =========   ==========

   <TABLE>
   <CAPTION>
                            Statements of Cash Flows
                            Advantage Bancorp, Inc. 

                                                   Year Ended September 30
                                              1995           1996           1997

    <S>                                     <C>            <C>            <C>
    Operating activities:
       Net income . . . . . . . . . . .     $8,150,985     $3,032,537     $10,687,879 
       Less equity in earnings of the
          Bank and its subsidiaries         (7,602,935)    (2,247,751)     (9,654,843)
       Decrease in interest receivable         164,816          2,972             743 
       Increase in deferred income
          taxes   . . . . . . . . . . .             -              -           24,940 
       Increase (decrease) in accrued
          income taxes  . . . . . . . .      (114,813)        471,342        (202,603)
       Net amortization of discount on
          securities  . . . . . . . . .       (248,382)      (117,738)       (165,493)
       Other  . . . . . . . . . . . . .        297,950        254,703        (233,795)
                                              --------      ---------        -------- 
    Net cash provided by operating
       activities . . . . . . . . . . .        647,621      1,396,065         456,828 

    Investing activities:
       Dividends from Bank  . . . . . .     21,250,000      8,250,000       8,750,000 
       Proceeds from sale of marketable
          equity securities   . . . . .        435,750      2,088,713       1,934,877 
       Principal repayments on loans to
          Cranberry III Partnership . .            -               -          188,607 
       Principal repayments on
          mortgage-related securities          366,046        514,598         428,094 
       Principal repayments on
          mortgage-backed securities  .             -         156,669          89,751 
       Proceeds from maturities of U.S.
          Government securities   . . .             -         500,000               - 
       Purchase of loans to Cranberry
          III Partnership from Bank   .             -              -       (5,908,343)
       Purchase of marketable
          securities available for sale     (1,553,188)    (2,785,453)     (3,631,618)
       Principal repayments on loan to
          Employee Stock Ownership Plan        511,988        280,862         299,471 
       Business acquisition, net of
          cash and cash equivalents
          acquired of $1,243,515:
       Investment in bank . . . . . . .    (22,371,397)            -               -  
       Mortgage-backed securities
          available for sale  . . . . .       (453,733)            -               -  
       U.S agency securities available
          for sale  . . . . . . . . . .       (970,937)            -               -  
        Other-net . . . . . . . . . . .        (49,838)            -               -  
                                           -----------      ----------      --------- 
    Net cash provided by (used in)
       investing activities . . . . . .     (2,835,309)     9,005,389       2,150,839 

    Financing activities:
       Proceeds from exercise of stock
          options   . . . . . . . . . .        994,252        230,303         492,737 
       Dividends paid . . . . . . . . .       (665,120)    (1,045,230)     (1,236,470)
       Purchase of treasury stock . . .     (3,781,661)    (5,729,530)     (4,185,066)
       Other  . . . . . . . . . . . . .             -         223,529         712,236 
                                           -----------    -----------     ----------- 
    Net cash used in financing
       activities . . . . . . . . . . .     (3,452,529)    (6,320,928)     (4,216,563)
                                           -----------    -----------     ----------- 

    Net increase (decrease) in cash and
       cash equivalents . . . . . . . .     (5,640,217)     4,080,526     (1,608,896) 
    Cash and cash equivalents at
       beginning of period  . . . . . .     13,531,341      7,891,124      11,971,650 
                                            ----------    -----------     ----------- 
    Cash and cash equivalents at end of
       period . . . . . . . . . . . . .     $7,891,124    $11,971,650     $10,362,754 
                                            ==========    ===========     =========== 

   </TABLE>


   17.  Investments in and advances to unconsolidated partnerships

   The Company held the following investments in and advances to
   unconsolidated partnerships:

                                                       September 30 
                                                    1996          1997
    Cranberry III Partnership (50% ownership
     interest)  . . . . . . . . . . . . . . .     $6,710,667    $6,506,033 
    Geneva Professional Building Associates
     (75% ownership interest)   . . . . . . .        182,378       217,088 
    Pleasantview Limited Partnership (55%
     ownership interest)  . . . . . . . . . .        504,371       481,266 
                                                   ---------     --------- 
                                                  $7,397,416    $7,204,387 
                                                   =========     ========= 


   Cranberry III Partnership owns a 264-unit apartment complex. Condensed
   financial statements of this partnership are as follows:

                            CRANBERRY III PARTNERSHIP
                           BALANCE SHEETS (Unaudited)

                                                   September 30
                                                   1996          1997 
    ASSETS
    Land, buildings and furniture-net . . .    $7,190,381    $6,971,270
    Other assets  . . . . . . . . . . . . .       790,447       879,194
                                                ---------     ---------
                                               $7,980,828    $7,850,464
                                                =========     =========

    LIABILITIES AND PARTNERS' CAPITAL
    Mortgage payable to the Bank or
     Company  . . . . . . . . . . . . . . .     5,967,370     5,719,736
    Other liabilities . . . . . . . . . . .       456,422       446,458
    Partners' capital:
       Advantage Bank . . . . . . . . . . .       778,518       842,135
       Other partners . . . . . . . . . . .       778,518       842,135
                                                ---------     ---------
                                               $7,980,828    $7,850,464
                                                =========     =========


                        STATEMENTS OF INCOME (Unaudited)

                                              Year Ended September 30
                                           1995        1996         1997
    Rental and other income . . . . .   $1,699,053   $1,748,315    $1,747,536
    Rental expense  . . . . . . . . .      725,631      810,585       716,272
                                         ---------    ---------     ---------
                                           973,422      937,730     1,031,264

    Depreciation  . . . . . . . . . .      230,978      221,449       219,111
    Interest expense  . . . . . . . .      555,376      551,640       484,919
                                         ---------    ---------     ---------
    Net income  . . . . . . . . . . .     $187,068     $164,641      $327,234
                                         =========    =========     =========

   The Geneva Professional Building Associates owns a medical office building
   which is funded by a mortgage loan from an unrelated financial institution
   with an outstanding balance at September 30, 1997 of $257,566.  Operating
   results in 1995, 1996 and 1997 yielded cash flows of $50,373, $51,518 and
   $62,418 after payment of financing costs, respectively.

   Pleasantview Limited Partnership owns a 30-unit apartment complex which
   is funded by a mortgage loan from an unrelated financial institution with
   an outstanding balance at September 30, 1997 of $912,000.  Pleasantview
   began operations in June 1996 and had net income before depreciation of
   $69,983 for the period ended September 30, 1997.  The property qualifies
   for the low income housing tax credit under the Internal Revenue Code. 

   18. Mortgage banking activities

     Mortgage banking activities are summarized as follows:

                                   At, or For the Year Ended, September 30
                                       1995          1996          1997 
    Statement of financial
      condition information:
     Mortgage loans held for sale    $2,405,000    $3,056,000   $4,907,212
                                      =========     =========    =========
     Mortgage servicing rights  .    $      -        $630,512   $1,353,558
                                      =========     =========    =========
    Statement of income
      information:
     Loan servicing fees  . . . .      $376,475      $387,715     $404,205
                                      =========     =========    =========
     Gain on sales of mortgage
       loans held for sale  . . .      $107,513      $875,830     $627,446
                                      =========     =========    =========
     Amortization of mortgage
       servicing rights   . . . .    $      -         $42,567      $80,778
                                      =========     =========    =========
    Statement of cash flow
      information:

     Mortgage loans originated
      for sale  . . . . . . . . .   $17,349,224   $55,754,049  $95,740,854

     Sales of mortgage loans
      originated for sale . . . .   $15,928,424   $55,103,049  $93,889,642


   Loans serviced for investors (primarily FNMA and FHLMC) were $147,313,000,
   $179,183,000 and $218,564,785 at September 30, 1995, 1996 and 1997,
   respectively.  These loans are not reflected in the consolidated financial
   statements.

   The Company originates mortgage loans which may be sold in the secondary
   market or to other private investors if the loans do not meet the
   Company's investment objectives.  All loans are sold on a nonrecourse
   basis and the servicing of these loans may or may not be retained by the
   Company.  Direct origination and servicing costs for mortgage banking
   activities cannot be presented as these operations are integrated with and
   not separable from the origination and servicing of portfolio loans, and,
   as a result, cannot be accurately estimated. 


   19.  Federal Legislation

   On September 30, 1996, legislation was enacted to recapitalize the Savings
   Association Insurance Fund (the SAIF) of the Federal Deposit Insurance
   Corporation (FDIC),  which insures deposits of thrifts such as the Bank. 
   Effective  January 1, 1997, the new law reduced FDIC insurance premiums
   for SAIF members from a rate of 23 cents to a rate of 6.4 cents for every
   $100 of deposts .  The new law imposed on SAIF members a one-time
   assessment payable in November 1996 equal to 65.7 basis points (0.657%)
   based on insured deposits as of March 31, 1995.  The Bank's one-time
   assessment of $4,435,000 was expensed during the year ended September 30,
   1996. 


   20.  Merger Agreement with Marshall & Ilsley Corporation

   On November 3, 1997, the Company signed a definitive merger agreement with
   Marshall & Ilsley Corporation providing for the merger of the Company with
   and into Marshall & Ilsley Corporation.  Subject to the satisfaction of
   certain conditions and the approval of shareholders and regulatory
   agencies, the Company anticipates the merger will be completed during
   March or April 1998.


                                 QUARTERLY DATA

   The following table sets forth the Company's unaudited quarterly income
   and expense data for fiscal years 1996 and 1997  (dollars in thousands):

   <TABLE>
   <CAPTION>
                           Dec. 31    March 31     June 30      Sept. 30      Dec. 31     March 31    June 30    Sept. 30
                            1995        1996         1996         1996         1996         1997       1997        1997  

    <S>                     <C>         <C>          <C>           <C>         <C>         <C>        <C>          <C> 
    Interest income . .     $18,398     $18,150      $18,380       $18,704     $19,151     $18,790    $19,184      $19,542 
    Interest expense  .      10,997      10,789       10,797        11,224      11,453      11,287     11,386       11,588 
                            -------     -------      -------       -------     -------     -------    -------      -------
    Net interest income       7,401       7,361        7,583         7,480       7,698       7,503      7,798        7,954 
    Provision for losses
     on loans   . . . .         120         120          100           140          80         100         90           90 
                            -------     -------      -------       -------     -------     -------    -------      -------
    Net interest income
     after provision for
     losses on loans  .       7,281       7,241        7,483         7,340       7,618       7,403      7,708        7,864 
    Gain on sale of
     assets   . . . . .         744         359          224           415         422         280        457          506 
    Other non-interest
     income   . . . . .       1,390        1,647       1,658         1,578       1,651       1,551      1,649        1,804 
                            -------     -------      -------       -------     -------     -------    -------      -------
    Total non-interest
     income   . . . . .       2,134       2,006        1,882         1,993       2,073       1,831      2,106        2,310 
    Assessment to
     recapitalize SAIF            -           -            -         4,435           -           -          -            - 
    Writedown of
     intangible assets            -           -            -         4,720           -           -          -            - 
    Other non-interest                                                                                        
     expense  . . . . .       5,830       5,716        5,910         6,253       5,794       5,315      5,543        5,620 
                            -------     -------      -------       -------     -------     -------    -------      -------
    Total non-interest
     expenses   . . .         5,830       5,716        5,910        15,408       5,794       5,315      5,543        5,620 
                           --------    --------      -------      --------    --------     -------   --------     -------- 
    Income before income
     taxes  . . . . . .       3,585       3,531        3,455       (6,075)       3,897       3,919      4,271        4,554 
    Income taxes  . . .       1,305       1,292        1,266       (2,400)       1,444       1,382      1,490        1,637 
                            -------     -------      -------       -------     -------     -------    -------      -------
    Net income  . . . .      $2,280      $2,239       $2,189      ($3,675)      $2,453      $2,537     $2,781       $2,917 
                           ========    ========      =======      ========    ========     =======   ========     ======== 
    Earnings per share        $0.62       $0.60        $0.60        ($1.02)      $0.70       $0.73      $0.81        $0.85 
                              =====       =====        =====         =====       =====       =====      =====        ===== 
    Earnings per share
     excluding
     nonrecurring items
     (1)  . . . . . . .       $0.62       $0.60        $0.60         $0.56       $0.70       $0.73      $0.81        $0.85 
                               ====        ====         ====          ====        ====        ====       ====         ==== 

   (1) The information for quarter ended September 30, 1996, excludes the
   one-time assessment to recapitalize the SAIF and the writedown of
   intangible assets. 

   </TABLE>



   Item 9.  Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure

     None.

                                    PART III

   Item 10. Directors and Executive Officers of the Registrant

     The following sets forth certain information, as of September 30, 1997,
   about each member of the Board of Directors.  Unless otherwise indicated,
   each person has served in the principal occupation noted below for at
   least the past five years.

     Ben-Ami Chemerow, 71, retired in 1996 as Chairman of the Board of the
   Leader Store, a retail clothing store which formerly operated in Kenosha,
   Wisconsin.  Mr. Chemerow has been a director of the Bank since 1975 and a
   director of the Company since its inception in 1991. His term as director
   of the Company expires at the 1998 annual meeting of shareholders..

     Paul P. Gergen, 64, has served as President, Chief Executive Officer and
   Chairman of the Board of the Company since its inception in 1991, as
   President and Chief Executive Officer of the Bank since 1984 and as
   Chairman of the Board of Directors of the Bank since 1987.  Mr. Gergen is
   a licensed attorney and a Certified Public Accountant.  His term as
   director of the Company expires at the year 2000 annual meeting of
   shareholders.

     Rita Petretti, 55, is Vice President of Petretti Builders and Developers
   located in Kenosha, Wisconsin and is a licensed real estate broker.  She
   has been a director  of the Bank and the Company since April 1996.  Her
   term as director of the Company expires at the 1999 annual meeting of
   shareholders.

     Eugene Snarski, 70, is a licensed attorney practicing in Waukegan,
   Illinois.  Mr. Snarski served as a director of North Chicago Federal
   Savings and Loan Association prior to its merger with the Bank in 1989. 
   Mr. Snarski has been a director of the Company since its inception in
   1991.  His term as director of the Company expires at the year 2000 annual
   meeting of shareholders.

     Dennis Troha, 51, has been President of ATC Leasing, Inc., a fixed asset
   leasing company, located in Kenosha, Wisconsin since 1994.  He previously
   was President of Jupiter Corp. Transportation Systems, Inc., a trucking
   company, located in Kenosha, Wisconsin.  He has been a director of the
   Bank and the Company since November 1996.  His term as director of the
   Company expires at the 1998 annual meeting of shareholders.

     Michael Wells, 55, is Chairman of the Board and President of Frank L.
   Wells Co., a manufacturer of wire machinery located in Kenosha, Wisconsin. 
   Mr. Wells has been a director of the Bank since 1979 and a director of the
   Company since its inception in 1991.  His term as a director of the
   Company expires at the 1999 annual meeting of shareholders.  

     Information regarding the executive officers of the Company and the Bank
   is included under the heading "Business" in Part I of  this Annual Report
   on Form 10-K.


   Item 11. Executive Compensation

     The following table sets forth certain information concerning
   compensation paid for the last three fiscal years to the Company's Chief
   Executive Officer and the only other executive officer whose total salary
   and bonus exceeded $100,000 in fiscal 1997.  The amounts reflected in the
   table were paid by the Bank for services rendered to the Bank.  Officers
   of the Company do not receive any additional compensation for serving in
   such capacities.  The persons named in the table are sometimes referred to
   herein as the "named executive officers."

   <TABLE>
                              Summary Compensation Table
   <CAPTION>
                                                   Annual              Long-Term
                                              Compensation (1)        Compensation
                                                                        Awards

                                                                      Restricted         All 
                  Name and                                               Stock          Other
             Principal Position         Year    Salary      Bonus      Awards(2)   Compensation(3)
 
   <S>                                  <C>    <C>         <C>           <C>           <C>
   Paul P. Gergen                       1997   $336,090    $113,000      $113,000      $18,646  
   Chairman, President and Chief        1996    312,146     139,000       140,000       32,685     
   Executive Officer of the Company     1995    312,146     120,000       109,000        1,875  
   and the Bank                    

   John W. Stampfl                      1997    141,703      17,500        17,500       18,276     
   Secretary, Treasurer and Chief       1996    130,521      30,000        30,000       32,685     
   Financial Officer of the Company and 1995    129,691      25,000        25,000        1,875     
   Senior Vice President-Finance,
   Treasurer and Secretary of the Bank

   (1)  Certain personal benefits provided by the Bank to the named
        executive officers are not included in the table.  The aggregate
        amount of such benefits for either officer did not exceed 10% of
        the sum of such officer's salary and bonus in each respective
        year. 

   (2)  The amounts in the table reflect the market value on the date of
        grant of restricted shares of Common Stock awarded under the
        BIPs.  The number of shares of restricted Common Stock held by
        the named executive officers and the market value of such shares
        as of September 30, 1997 were as follows: Mr. Gergen, 17,635
        shares ($1,005,195), and  Mr. Stampfl, 3,518 shares ($200,526). 
        Holders of shares of restricted Common Stock under the Advantage
        Bancorp, Inc. Bank Incentive Plans ("BIPs") are entitled to
        receive dividends on such shares if any dividends are paid.

   (3)  Consists of Bank contributions to the Advantage Bancorp, Inc.
        Employee Stock Ownership Plan ("ESOP").   
   </TABLE>


   Directors' Compensation

     Directors' Fees.  Directors of the Company who are not officers receive
   a retainer of $750 per month.  Directors of the Bank, who are not
   officers, likewise receive a monthly retainer of $750.   Non-officer
   directors of the Company and/or the Bank also receive a fee of $250 per
   committee meeting attended.  Directors of the Company and the Bank who are
   officers of either the Company or the Bank receive no additional
   compensation for serving as directors.

     Stock Options.  Under the 1996 Director Stock Option Plan, each newly-
   elected director who is not a full-time employee of the Company or the
   Bank and who has not previously served on the Board of either the Company
   or the Bank, receives (assuming such individual is elected to the Board of
   the Directors of both the Company and the Bank) an automatic grant of
   options to purchase 14,726 shares of the Company's Common Stock as of the
   date of his or her election.  Each such option has a per share price equal
   to the market value of a share of Common Stock on the  date of the grant
   and has a ten-year term.  On election to the Board, Mr. Troha received
   options to purchase 14,726 shares of Common Stock at a per share exercise
   prices of $31.25.

     Deferred Compensation.  Under the Company's director deferred
   compensation program, each director has the option of deferring all or a
   specified portion of certain fees payable to the director for services
   rendered to the Company and/or the Bank (hereinafter referred to as
   "Director's Fees").  At the time such Director's Fees would otherwise be
   payable in cash, each participating director's deferred account is
   credited in book entry form with the number of shares of Common Stock the
   amount of deferred Director's Fees would have purchased based upon the
   average of the high and low sales price of the Common Stock on that day. 
   Distribution of a participating director's account balance in cash
   commences within 60 days after the end of the calendar year in which the
   director's death occurs, or in which the director resigns, retires or is
   removed from office.  Directors have the option of electing a single lump
   sum payment or payments in a specified number of annual installments.  The
   amount of a participating director's deferred account balance is
   determined by multiplying the number of shares credited to the deferred
   account by the average of the high and low sales price of the Common Stock
   on the business day immediately preceding distribution of such director's
   account balance.

   Employment Agreements  

     The Bank has entered into three-year employment agreements with Messrs.
   Gergen and Stampfl.  The employment agreements provide for an annual
   salary in an amount not less than the officer's current salary.  The
   employment agreements provide for an initial term of three years and are
   automatically extended for one year at each anniversary date, provided
   there is a satisfactory performance review of the employee, or until
   either the Bank or the employee gives written notice to the contrary.  The
   agreements provide for termination upon the employee's death, for cause or
   in certain events specified by the regulations of the Office of Thrift
   Supervision.  The employment agreements are terminable by the employee
   upon 90 days notice to the Bank.

     The agreements provide for the payment of an amount equal to the
   employee's salary for the remainder of the agreement term plus health
   benefits in the event employment is terminated without cause and a change
   in control payment, as described below, is not applicable.  The agreements
   provide for payment to the employee of 299% of annual salary in the event
   there is a change in control of the Company, and where employment
   terminates involuntarily in connection with such a change in control or
   within 12 months thereafter; provided that the total amount payable to the
   employee in the event of a change in control shall not exceed three times
   the employee's annual salary.  Such termination payment is provided on a
   similar basis to the employee in connection with the voluntary termination
   of employment, where the change in control was at any time opposed by the
   Board.  The agreements provide, among other things, for participation in
   an equitable manner in employee benefits applicable to executive
   personnel.  

     Pursuant to the terms of the Agreement and Plan of Merger dated as of
   November 3, 1997 by and between Advantage Bancorp, Inc. and Marshall &
   Ilsley Corporation, Messrs. Gergen and Stampfl have each entered into an
   agreement with Marshall & Ilsley Corporation to amend the terms of their
   respective employment agreements with the Company to clarify certain terms
   of the agreements.

   Salary Continuation Agreements  

     During 1987, the Bank entered into salary continuation agreements with
   Messrs. Gergen and Stampfl.  In general, the agreements provide for the
   payment of an annual retirement benefit (in an annual amount of
   approximately $42,000 for Mr. Gergen and $22,000 for Mr. Stampfl) for up
   to 25 years after retirement at age 65 provided that the employee remains
   available for consulting services.  The agreements also provide that the
   employee's designated beneficiary receive a death benefit in the event the
   employee dies before receiving the full retirement benefit.  In the event
   the employee voluntarily resigns from his employment with the Bank prior
   to age 65, the amount of the payments are reduced on a generally pro-rata
   basis.

   Stock Options

     The Company has in effect stock option plans pursuant to which options
   to purchase Common Stock may be granted to key employees (including
   officers) of the Company and its subsidiaries.  No stock options were
   granted to or exercised by the named executive officers under the
   Company's stock option plans during fiscal 1997.

     The following table sets forth information regarding the fiscal year-end
   value of unexercised options held by the named executive officers.

                                              Value of Unexercised 
                       Nunber of Securities        In-the-Money
                      Underlying Unexercised        Options at
                         Options at Fiscal       Fiscal Year-End
       Name             (All Exercisable)     (All Exercisable)(1) 

    Paul Gergen               90,625                    $4,331,875 

    John Stampfl              54,463                    $2,589,784 


   (1)  The dollar values are calculated by determining the difference
   between the fair market value of the underlying Common Stock and the
   exercise price of the options.


   Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of November 21, 1997
   regarding beneficial ownership of Common Stock by (i) each director, (ii)
   each of the executive officers, and (iii) all of the directors and
   executive officers of the Company as a group.  The table also sets forth
   certain information as to those other persons believed by management to be
   beneficial owners of more than 5% of the outstanding shares of Common
   Stock as of November 21, 1997.

   <TABLE>
   <CAPTION>
                                                   Amount and Nature
                                                of Beneficial Ownership      
                                          Voting Power           Investment Power        Aggregate
                                                                                          Number          % of
      Name of Beneficial Owner         Sole        Shared        Sole       Shared       of Shares       Class

      <S>                              <C>            <C>        <C>           <C>      <C>                 <C>
      MANAGEMENT AND DIRECTORS
      Paul Gergen . . . . . . . . .    152,256        33,581     160,375           0    185,837(1)          5.59%
      John Stampfl  . . . . . . . .     57,981        30,011      69,763       7,919     87,992(2)          2.67%
      Ben-Ami Chemerow  . . . . . .     20,605             0      20,605           0     20,605(3)            (8)
      Rita Petretti . . . . . . . .     14,826             0      14,826           0     14,826(3)            (8)
      Eugene Snarski  . . . . . . .     32,565             0      32,565           0     32,565(3)(4)         (8)
      Dennis Troha  . . . . . . . .     15,114             0      15,114           0     15,114(3)            (8)
      Michael Wells . . . . . . . .     23,002             0      23,002           0     23,002(3)            (8)
      All directors and executive
       officers as a group (12
       persons) . . . . . . . . . .    386,977       121,915     426,091      25,811    508,891(5)         14.08%

      OTHER BENEFICIAL OWNERS
      Advantage Bancorp, Inc.
      Employee Stock Ownership
      Plan and Trust("ESOP")  . . .    152,768       177,232     152,768     177,232    330,000(6)         10.20%
      5935 Seventh Avenue
      Kenosha, WI  53140

      Advantage Bancorp, Inc. 
      Employees' Profit-Sharing
      and Savings Retirement Plan
      and Trust ("Savings Plan") . .         0       183,877           0     183,877    183,877(7)          5.68%
      5935 Seventh Avenue
      Kenosha, WI  53140

      Marshall & Ilsley
      Corporation . . . . . . . . .          0             0           0           0    634,930(9)          16.6%
      770 North Water Street      
      Milwaukee, WI  53202 



   (1)  Includes a total of 90,625 shares subject to stock options
        granted under the Advantage Bancorp, Inc. 1991 Stock Option and
        Incentive Plan (the "1991 Stock Option Plan") which were
        exercisable on November 21, 1997 and 17,634 restricted shares
        granted under the Bank Incentive Plan and Trusts ("BIPs") over
        which the holder has sole voting but no investment power.  Mr. 
        Gergen's address is 5935 Seventh Avenue, Kenosha, Wisconsin 53140.

   (2)  Includes a total of 54,463 shares subject to stock options
        granted under the 1991 Stock Option Plan which were exercisable
        on November 21, 1997 and 3,518 restricted shares granted under
        the BIPs over which the holder has sole voting but no investment
        power.  

   (3)  Includes 14,726 shares (7,363 shares for Mr. Snarski) which may
        be acquired by each outside director pursuant to exercisable
        options under the 1991 Stock Option Plan and the 1996 Non-
        Employee Director Stock Option Plan.

   (4)  Includes 3,625 shares held in a spousal trust and spousal IRA
        over which Mr. Snarski has disclaimed beneficial ownership.

   (5)  Includes an aggregate of 269,578 shares subject to options
        granted under the 1991 Stock Option Plan and the 1996 Non-
        Employee Director Stock Option Plan which were exercisable on
        November 21, 1997 and 25,176 restricted shares granted under the
        BIPs over which the holders have sole voting but no investment
        power.

   (6)  The Personnel Committee of the Board administers the ESOP.  EMJAY
        Corporation is the trustee for the ESOP (the "ESOP Trustee") as
        approved by the Board.  The Personnel Committee may instruct the
        ESOP Trustee regarding investment of funds contributed to the
        ESOP.  The ESOP Trustee, subject to its fiduciary duty, must vote
        all allocated shares held in the ESOP in accordance with the
        instructions of the participating employees.  As of the September
        30, 1997, 177,232 shares of Common Stock were released for
        allocation to participating employees.  Under the ESOP,
        unallocated shares held in the suspense account will be voted by
        the ESOP Trustee, subject to its fiduciary duty, in a manner
        calculated to most accurately reflect the instructions it has
        received from the participants regarding allocated shares.

   (7)  The Plan Administration Committee, appointed by the Board,
        administers the Savings Plan.  EMJAY Corporation is the trustee
        for the Savings Plan (the "Savings Plan Trustee") as approved by
        the Board.  The Plan Administration Committee may instruct the
        Savings Plan Trustee regarding investment of funds contributed to
        the Savings Plan.  The Savings Plan Trustee, subject to its
        fiduciary duty, must vote all shares held in the Savings Plan in
        accordance with the instructions of the participating employees.  

   (8)  Less than one percent (1%) of shares outstanding.

   (9)  Marshall & Ilsley Corporation ("M&I") and the Company entered into a
        Stock Option Agreement dated as of November 3, 1997 pursuant to which
        the Company granted an option (the "Option") to M&I to purchase up to
        643,930 shares of Common Stock (subject to adjustment, but in no
        event in excess of 19.9% of the issued and outstanding shares of
        Common Stock), at an exercise price of $56.00 per share.  The Option
        is exercisable upon the occurrence of certain triggering and exercise
        events generally relating to competing transactions for control of
        the Company.  None of such events has occurred as of the date of
        filing of this Annual Report on Form 10-K.
   </TABLE>


   Item 13. Certain Relationships and Related Transactions

      Since the beginning of the 1997 fiscal year, certain directors and
   executive officers of the Company and the Bank have entered into new loans
   or had loans outstanding with the Bank.  Pursuant to the Bank's current
   policy, all such loans were made in the ordinary course of business and on
   substantially (except as disclosed below) the same terms and conditions
   (including interest rates and collateral) as those of comparable
   transactions prevailing at the time, and do not involve more than the
   normal risk of collectability or present other unfavorable features.  All
   loans outstanding during such period to immediate family members of
   directors and executive officers of the Company and the Bank were also
   made in accordance with such terms.

     The Bank has made nine loans to a non-profit organization involved in
   rehabilitating low-income housing.  Mr. Gergen serves as a director and
   officer of this non-profit organization.  Mr. Gergen has personally
   guaranteed one of these loans with a balance of $30,000 as of September
   30, 1997.  This loan is a line of credit and bears interest at a rate of
   prime plus one percent.  The highest amount outstanding on this loan since
   October 1, 1996 was $30,000.   The total balance of all nine loans was
   $642,000 as of September 30, 1997.  All loans made to this non-profit
   organization were made in the ordinary course of business and under terms
   substantially the same as those of comparable transactions prevailing at
   the time and do not involve more than the normal risk of collectability or
   present other unfavorable risks.

     The Bank has also made a loan to another non-profit organization which
   provides services to inner city residents.  Mr. Gergen serves as a
   director and officer of this non-profit organization.  Mr. Gergen has
   personally guaranteed this loan.  This loan is a line of credit and bears
   interest at 8.50%.  The highest amount oustanding on this loan since
   October 1, 1997 was $20,000 and there was no balance outstanding at
   September 30, 1997. 


                                     PART IV


   Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

   (a)(1)  Financial Statements

     The following consolidated financial statements of the Company and its
   subsidiaries, together with the report thereon of Ernst & Young, LLP,
   dated October 31, 1997 are incorporated herein by reference to Item 8 of
   this Annual Report on Form 10-K:
      Consolidated Balances Sheets as of September 30, 1996 and 1997
      Consolidated Statements of Income for each year in the three-year
        period ended September 30, 1997
      Consolidated Statements of Stockholders' Equity for each year in the
        three-year period ended September 30, 1997
      Consolidated Statements of Cash Flows for each year in the three-year
        period ended September 30, 1997
      Notes to Consolidated Financial Statements
      Independent Auditors' Report

   (a)(2)  Financial Statement Schedules

     All schedules are omitted because they are not required or are not
   applicable or the required information is shown in the consolidated
   financial statements or notes thereto.

   (a)(3)  Exhibits

     The following exhibits are either filed as part of this Report on Form
   10-K or are incorporated herein by reference:

     Exhibit No. 2  Plan of Acquisition, Reorganization, Arrangement,
                    Liquidation or Succession:

      2.1   Agreement and Plan of Merger, dated as of November 3, 1997,
            between Marshall & Ilsley Corporation and Advantage Bancorp, Inc.
            (incorporated herein by reference to Exhibit 2.1 to the
            Registrant's Current Report on Form 8-K, dated November 3, 1997,
            and filed on November 4, 1997)

      2.2   Stock Option Agreement, dated as of November 3, 1997, between
            Marshall & Ilsley Corporation and Advantage Bancorp, Inc.
            (incorporated herein by reference to Exhibit 2.2 to the
            Registrant's Current Report on Form 8-K, dated November 3, 1997,
            and filed on November 4, 1997)

     Exhibit No. 3.  Certificate of Incorporation and Bylaws: 

      3.1   Articles of Incorporation of Advantage Bancorp, Inc.
            (incorporated herein by reference to Exhibit 3.1 of Registrant's
            Form S-1 Registration Statement, as amended, filed on December
            11, 1991, Registration No. 33-44492)

      3.2   Bylaws of Advantage Bancorp, Inc. (incorporated herein by
            reference to Exhibit 3.2 of Annual Report on Form 10-K for the
            fiscal year ended September 30, 1994 filed on December 27, 1994)

     Exhibit No. 10.  Material Contracts: 

      10.1*   Advantage Bancorp, Inc.  1991 Stock Option and Incentive Plan
              (incorporated herein by reference to Exhibit 4.1 of
              Registrant's Form S-8 Registration Statement, filed on December
              30, 1993, Registration No. 33-73664)

      10.2*   Advantage Bancorp, Inc. 1995 Equity Incentive Plan
              (incorporated herein by reference to Exhibit 10.2 of Annual
              Report on Form 10-K for the fiscal year ended September 30,
              1994 filed on December 27, 1994)

      10.3*   Advantage Bancorp, Inc. Employees' Profit-Sharing and Savings
              Retirement Plan (incorporated herein by reference to Exhibit
              10.2 of Registrant's Form S-1 Registration Statement, as
              amended, filed on December 11, 1991,  Registration No. 33-
              44492) 

      10.4*   Advantage Bancorp, Inc. Bank Incentive Plan and Trust
              (incorporated herein by reference to Exhibit B to the Proxy
              Statement for the First Annual Meeting of Shareholders held on
              January 19, 1993)

      10.5*   Advantage Bancorp, Inc. Employee Stock Ownership Plan
              (incorporated herein by reference to Exhibit 10.4 of
              Registrant's Form S-1 Registration Statement, as amended, filed
              on December 11, 1991,  Registration No. 33-44492) 

      10.6*   Employment Agreement between the Bank and Paul P. Gergen; 
              Employment Agreement between the Bank and John Stampfl 
              (incorporated herein by reference to Exhibit 10.5 of
              Registrant's Form S-1 Registration Statement, as amended, filed
              on December 11, 1991,  Registration No. 33-44492) 

      10.7*   Amendment of Employment Agreement, dated as of November 3,
              1997, between Advantage Bancorp, Inc., Advantage Bank, F.S.B.,
              Paul P. Gergen and Marshall & Ilsley Corporation (incorporated
              herein by reference to Exhibit 99.1 to the Registrant's Current
              Report on Form 8-K, dated November 3, 1997, and filed on
              November 4, 1997)

      10.8*   Amendment of Employment Agreement, dated as of November 3,
              1997, between Advantage Bancorp, Inc., Advantage Bank, F.S.B.,
              John Stampfl and Marshall & Ilsley Corporation (incorporated
              herein by reference to Exhibit 99.2 to the Registrant's Current
              Report on Form 8-K, dated November 3, 1997, and filed on
              November 4, 1997)

      10.9*   Advantage Bank, FSB Executive Salary Continuation Agreement
              with Paul P. Gergen dated March 13, 1987 (incorporated herein
              by reference to Exhibit 10.6 of Annual Report on Form 10-K for
              the fiscal year ended September 30, 1993 filed on December 27,
              1993)

      10.10*  Advantage Bank, FSB Executive Salary Continuation Agreement
              with John Stampfl dated December 30, 1987 (incorporated herein
              by reference to Exhibit 10.7 of Annual Report  on  Form 10-K
              for the fiscal year ended September 30, 1993  filed on December
              27, 1993)

      10.11*  Description of Advantage Bank, FSB Senior Officer Incentive
              Compensation Program (incorporated by reference to Exhibit 10.9
              of Annual Report on Form 10-K for the fiscal year ended
              September 30, 1994 filed on December 27, 1994)

      10.12*  1994 Amendments to the Advantage Bancorp, Inc. Employees'
              Profit-Sharing and Savings Retirement Plan (incorporated by
              reference to Exhibit 10.10 of Annual Report on Form10-K for the
              fiscal year ended September 30, 1994 filed on December 27,
              1994)

      10.13*  Amity Bancshares, Inc. 1991 Stock Option and Incentive Plan
              (incorporated herein by reference to Exhibit 4.1 of
              Registrant's Form S-8 Registration Statement filed on February
              6, 1995, Registration No. 33-89114)

      10.14*  Advantage Bancorp, Inc. 1996 Non-Employee Director Stock Option
              Plan (incorporated by reference to Exhibit 4.1 of the
              Registrant's Form S-8 Registration Statement filed on May 3,
              1996, Registration No. 333-4444)

      10.15*  Form of Director Deferred Compensation Agreement (incorporated
              by reference to Exhibit 10.13 of Registrant's Annual Report on
              Form 10-K for the fiscal year ended September 30, 1995 filed on
              December 26, 1995)

      * A management contract or compensatory plan or arrangement.


     Exhibit No. 11.    Statement re:  Computation of Per Share Earnings

     The statement regarding computation of per share earnings for fiscal
   year 1996 is as follows:

                                                      Primary   Fully Diluted
    1.  Net income  . . . . . . . . . . . . . .   $ 3,032,537     $ 3,032,537
                                                   ==========      ==========
    2.  Weighted average common shares         
        outstanding . . . . . . . . . . . . . .     3,433,886       3,433,886

    3.  Common stock equivalents due to        
        dilutive effect of stock options  . . .       227,947         222,461
                                                   ----------      ----------
    4.  Total weighted average common shares   
        and equivalents outstanding . . . . . .     3,661,833       3,656,347
                                                   ==========      ==========

    5.  Earnings per share  . . . . . . . . . .         $0.83           $0.83
                                                   ==========      ==========


     The statement regarding computation of per share earnings for fiscal
   year 1997 is as follows:

                                                       Primary        Fully
                                                                     Diluted
    1.  Net income  . . . . . . . . . . . . . . .    $10,687,879  $10,687,879
                                                      ==========   ==========
    2.  Weighted average common shares outstanding     3,252,389    3,252,389

    3.  Common stock equivalents due to dilutive 
          effect of stock options . . . . . . . .        211,113      250,632
                                                      ----------   ----------
    4.  Total weighted average common shares and 
          equivalents outstanding . . . . . . . .      3,463,502    3,503,021
                                                      ==========   ==========
    5.  Earnings per share  . . . . . . . . . . .          $3.09        $3.05
                                                           =====        =====

     Exhibit No. 21.    Subsidiaries of the registrant

     As of the date of this Annual Report the only subsidiary of the Company
   is Advantage Bank, FSB, which is a federally-chartered savings bank.

     The subsidiaries of the Bank are Advantage Real Estate Services, Inc.
   (incorporated in Wisconsin),  Advantage Investments, Inc.(incorporated in
   Nevada) and Advantage Financial Services and Insurance, Inc. (incorporated
   in Wisconsin).


     Exhibit No. 23.    Consent of Independent Auditors

     Consent of Independent Auditors to the incorporation by reference in the
   Registration Statements (Form S-8 Nos. 33-73664, 33-89114, 33-46975, 333-
   4444 and 333-4448) pertaining to the Advantage Bancorp, Inc. 1991 Stock
   Option and Incentive Plan, the Amity Bancshares, Inc. Stock Option Plan
   and Incentive Plan, the  Advantage Bancorp, Inc. Employees' Profit Sharing
   and Savings Retirement Plan, the Advantage Bancorp, Inc. 1996 Non-Employee
   Director Stock Option Plan, and the Advantage Bancorp, Inc. 1995 Equity
   Incentive Plan, of auditors' report dated October 31, 1997, with respect
   to the consolidated financial statements of Advantage Bancorp, Inc.
   included in the Annual Report (Form 10-K) for the year ended September 30,
   1997.


     Exhibit No. 27.   Financial Data Schedule (Edgar version only)


   (b)  Forms 8-K

     No reports on Form 8-K were filed during the last quarter of fiscal
   1997.

   <PAGE>


                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
   Exchange Act of 1934, the registrant has duly caused this report to be
   signed on its behalf by the undersigned, thereunto duly authorized.

                                          Advantage Bancorp, Inc.  
                                                (registrant)

                                         By:  /s/  Paul P. Gergen  
                                             Paul P. Gergen
                                             Chairman of the Board 
                                             Director

                                         Date:   December 4, 1997 


   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/ Paul P. Gergen      
        Paul P. Gergen
        Chairman of the Board
        Chief Executive Officer
        President
        Date: December 4, 1997

   By:   /s/ Robert J. Muth                 
        Robert Muth
        Senior Vice President
        Date:  December 4, 1997

   By:   /s/ John Stampfl                    
        John Stampfl
        Chief Financial Officer
        Secretary-Treasurer
        Date:  December 4, 1997

   By:   /s/ Ben-Ami Chemerow              
        Ben-Ami Chemerow
        Director
        Date: December 4, 1997


   By:   /s/ Rita Petretti                   
        Rita Petretti
        Director
        Date:  December 4, 1997


   By:   /s/ Eugene Snarski                  
        Eugene Snarski
        Director
        Date:  December 4, 1997


   By:   /s/ Dennis Troha                
        Dennis Troha
        Director
        Date:  December 4, 1997


   By:   /s/ Michael Wells                
        Michael Wells
        Director
        Date:  December 4, 1997

   <PAGE>


                            INDEX TO ATTACHED EXHIBITS
                             Advantage Bancorp, Inc.
                                    Form 10-K
                          Year Ended September 30, 1997

    Exhibit No.                Exhibit Description          



         23       Consent of Independent Auditors

         27       Financial Data Schedule (Edgar version only)