SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC  20549


                               FORM 10-Q


[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

            For the period ended:    December 31, 1998     

                                    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:      0-24033


                           NASB FINANCIAL, INC.
          (Exact name of registrant as specified in its charter)

      Missouri                                        43-1805201  
(State or other jurisdiction of                    (IRS Employer
  incorporation or organization)                   Identification No.)


            12498 South 71 Highway, Grandview, Missouri  64030
           (Address of principal executive offices)    (Zip Code)


                           (816) 765-2200
        (Registrant's telephone number, including area code)


                                  N/A
(Former name, former address and former fiscal year, if changed since
    last report)


     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 [ ]

     The number of shares of Common Stock of the Registrant outstanding 
as of February 9, 1999, was 2,260,841.

<PAGE>

NASB FINANCIAL, INC. AND SUBSIDIARY
Consolidated Balance Sheets 
(In thousands)

			
					
                                           December 31,  September 30,
                                              1998            1998	
                                           (Unaudited)
                                           ----------     -----------	
ASSETS
Cash and cash equivalents                  $   6,884      $   3,331 	
Securities available for sale 
  (amortized cost of $5,888 and 
   $7,485 at December 31, 1998, and 
   September 30, 1998, respectively)           5,586          7,209 	
Stock in Federal Home Loan Bank, at cost       5,961          5,961 	
Mortgage-backed securities:				
  Available for sale (amortized cost of 
    $17,053 and $17,824 at December 31, 
    1998, and September 30, 1998, 
    respectively)                             16,582         17,742
  Held to maturity                            21,076         23,947 	
Loans receivable:				
  Held for sale                              129,911        131,845 	
  Held for investment, net                   540,039        526,512 	
Accrued interest receivable                    4,146          4,455 	
Real estate owned, net                         2,515          3,232 	
Premises and equipment, net                    4,926          4,818 	
Mortgage servicing rights, net                 5,206          4,517 	
Other assets                                   2,636          2,485
                                           ----------     ----------	
                                           $ 745,468      $ 736,054 	
                                           ==========     ==========	
				
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:				
  Customer deposit accounts                $ 546,408      $ 545,504 	
  Advances from Federal Home Loan Bank       114,170        109,210 	
  Other borrowings                               200            200 	
  Escrows                                      1,236          5,915 	
  Income taxes payable                         3,361          1,606 	
  Accrued expenses and other liabilities       7,464          3,786 	
                                           ----------     ----------	
      Total liabilities                      672,839        666,221 	
                                           ----------     ----------	

Commitments and contingencies				
				
Stockholders' equity:				
  Common stock of $1.00 par value: 
    3,000,000 authorized; 2,367,828 issued
    at December 31, 1998, and 2,333,828, 
    issued at September 30, 1998               2,368          2,334 	
  Serial preferred stock of $1.00 par 
    value: 7,500,000 shares authorized; 
    none outstanding                              --             --  	
  Additional paid-in capital                  12,815         12,262 	
  Retained earnings                           61,984         59,527 	
  Treasury stock, at cost; 107,987 shares 
    at December 31, 1998, and at September 
    30, 1998.                                 (4,070)        (4,070)	
  Unrealized net loss on securities 
    available for sale                          (468)          (220)	
                                           ----------     ----------	
      Total stockholders' equity              72,629         69,833
                                           ----------     ----------	
                                             745,468        736,054 	
                                           ==========     ==========	
					
See accompanying notes to consolidated financial statements.		


                                    1 

<PAGE>		
NASB FINANCIAL, INC. AND SUBSIDIARY
Consolidated Statements of Income (Unaudited) 
(In thousands, except share data)

                                                Three Months Ended 
                                                     December 31,
                                               -----------------------
                                                 1998           1997
                                               ---------      ---------
Interest on loans                              $ 14,533       $ 14,245 
Interest on mortgage-backed securities              482            894 
Interest and dividends on investments               234            376 
Other interest income                               223            159 
                                               ---------      ---------
  Total interest income                          15,472         15,674
                                               ---------      ---------
			
Interest on customer deposit accounts             6,680          6,810 
Interest on advances and notes payable            1,679          2,132
                                               ---------      --------- 
  Total interest expense                          8,359          8,942 
                                               ---------      ---------
    Net interest income                           7,113          6,732 
Provision for loan losses                            75              7 
                                               ---------      ---------
    Net interest margin after provision 
      for loan losses                             7,038          6,725 
                                               ---------      ---------
Other income (expense):			
  Loan servicing fees                              (274)           173 
  Customer service fees and charges                 532            444 
  Impairment of mortgage servicing rights          (104)            --  
  Gain on sale of securities held for sale           94             --  
  Gain on sale of loans held for sale             2,239          1,237 
  Other                                             334            479 
                                                --------       --------
    Total other operating income                  2,821          2,333 
                                                --------       --------
General and administrative expenses:			
  Compensation and fringe benefits                2,921          2,467 
  Premises and equipment expense                    582            571 
  Advertising and business promotion                182             53 
  Federal deposit insurance premiums                 79             81 
  Other                                           1,158            792 
                                                --------       --------
    Total general and administrative expenses     4,922          3,964 
                                                --------       --------
    Income before income taxes                    4,937          5,094 
Income tax expense                                1,922          1,961 
                                                --------       --------
    Net income                                    3,015          3,133 
                                                ========       ========
Basic earnings per share                           1.35           1.40 
                                                ========       ========
Diluted earnings per share                         1.34           1.39 
                                                ========       ========
			
Weighted average shares outstanding           2,233,811      2,236,929 
	

                                    2
<PAGE>		
			
NASB FINANCIAL, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Unaudited) 
(In thousands, except share data)

<TABLE>
<CAPTION>

                                                Additional                     Unrealized      Total
                                     Common      paid-in   Retained   Treasury   Gains and   stockholders'
                                      stock      capital   earnings     stock    (losses)     equity
                                  -----------------------------------------------------------------------
                                                  (Dollars in thousands, except per share data)
<S>                                <C>          <C>        <C>       <C>         <C>          <C> 
Balance at September 30, 1998       $ 2,334       12,262     59,527     (4,070)     (220)      69,833 
  Change in unrealized gains and 
    (losses), net of income taxes 
     of $165                             --           --         --         --      (248)        (248)
  Cash dividends declared                --           --       (558)        --        --         (558)
  Stock options exercised                34          553         --         --        --          587 
  Net income for first fiscal quarter    --           --      3,015         --        --        3,015 
                                  -----------------------------------------------------------------------
Balance at December 31, 1998        $ 2,368       12,815     61,984     (4,070)     (468)      72,629 
                                  =======================================================================

</TABLE>				

		

See accompanying notes to consolidated financial statements.



                                    3
<PAGE>
NASB FINANCIAL, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Unaudited) 
(In thousands, except share data)


<TABLE>
<CAPTION>
                                                                     Three months ended December 31,
                                                                   ----------------------------------
                                                                           1998           1997
                                                                   ----------------------------------
<S>                                                                      <C>            <C>
Cash flows from operating activities:		
  Net income                                                           $   3,015          3,133 
  Adjustments to reconcile net income to net cash				
    used in operating activities:				
  Depreciation                                                               243            247 
  Amortization and accretion                                                  47           (491)
  Gain on sale of securities available for sale                              (94)            --  
  Impairment of originated mortgage servicing rights                         104             --  
  Gain on sale of loans held for sale                                     (2,239)        (1,237)
  Provision for loan losses                                                   75              7
  Provision for losses on real estate owned                                   --             85 
  Origination and purchase of loans held for sale                       (128,471)       (89,114)
  Sale of loans held for sale                                            119,575         76,485
Changes in:				
  Accrued interest receivable                                                309            124 
Accrued expenses and other liabilities and current taxes payable           5,433          1,515
                                                                   ----------------------------------
    Net cash used in operating activities                                 (2,003)        (9,246)
				
Cash flows from investing activities:				
  Principal repayments of mortgage-backed securities:
    Held to maturity                                                       2,423          1,314 
    Available for sale                                                     1,280          1,967 
  Principal repayments of mortgage loans held for investment 
    and held for sale                                                     52,439         51,956 
  Principal repayments of other loans                                      5,399          6,090 
  Principal repayments of securities:				
    Available for sale                                                        30             30 
  Loan origination - mortgage loans held for investment                  (46,943)       (38,544)
  Loan origination - other loans                                          (6,824)        (4,167)
  Purchase of mortgage loans held for investment                          (5,379)        (4,440)
  Proceeds from sale of securities available for sale                      1,657             --  
  Proceeds for sale of real estate owned                                     688            433 
  Equipment purchases                                                       (352)          (158)
  Other cash flows from investing activities                                 511             14 
                                                                   ----------------------------------
    Net cash provided by investing activities                              4,929         14,495 

</TABLE>


                                    4
<PAGE>
NASB FINANCIAL, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (continued) 
(In thousands, except share data)


<TABLE>
<CAPTION>
                                                                     Three months ended December 31,
                                                                   ----------------------------------
                                                                           1998           1997
                                                                   ----------------------------------
<S>                                                                      <C>            <C>
Cash flows from financing activities:
  Net increase in customer deposit accounts                                  904          3,180 
  Proceeds from advances from FHLB                                         5,000          9,000 
  Repayment on advances from FHLB                                            (40)       (14,004)
  Cash dividends paid                                                       (558)          (447)
  Repurchase of common stock                                                  --            (42)
  Proceeds from issuance of notes payable                                     --          2,154 
  Net decrease in escrows                                                 (4,679)        (4,644)
                                                                   ----------------------------------
    Net cash provided by (used in) financing activities                      627         (4,803)
                                                                   ----------------------------------
    Net increase in cash and cash equivalents                              3,553            446 
Cash and cash equivalents at beginning of the period                       3,331          3,267 
                                                                   ----------------------------------
Cash and cash equivalents at end of period                             $   6,884          3,713 
                                                                   ==================================
				
				
Supplemental disclosure of cash flow information:				
  Cash paid for income taxes (net of refunds received)                 $      --            (36)
  Cash paid for interest                                                   8,456          9,038 
				
Supplemental schedule of non-cash investing and financing 				
  activities:				
    Conversion of loans to real estate owned                           $     230            377 
    Conversion of real estate owned to loans                                  78             --  
    Capitalization of originated mortgage servicing rights                 1,300            576 
    Capitalization of originated mortgage servicing interest only strips     805            343 
    Excess servicing reclassified to mortgage-backed securities available				
      for sale (interest only strip securities)                               --          1,527 
				
				
</TABLE>


See accompanying notes to consolidated financial statements.

                                    5		
<PAGE>

(1) BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements are 
prepared in accordance with generally accepted accounting principles 
("GAAP") for interim financial information.  Accordingly, they do not 
include all of the information and footnotes required by GAAP for 
complete financial statements.  All adjustments are of a normal and 
recurring nature and, in the opinion of management, the statements 
include all adjustments considered necessary for fair presentation.  
Operating results for the three months ended December 31, 1998, are not 
necessarily indicative of the results that may be expected for the 
fiscal year ended September 30, 1999.

     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.  Material estimates that are particularly 
susceptible to significant change in the near-term relate to the 
determination of the allowances for losses on loans and real estate 
owned.  While management believes that these allowances are adequate, 
future additions to the allowances may be necessary based on changes in 
economic conditions.


(2) REORGANIZATION AND MERGER

     On April 1, 1998, NASB Financial, Inc. (the "Company") completed 
a transaction whereby North American Savings Bank, F.S.B. (the "Bank") 
became a wholly-owned subsidiary of the Company, through a merger of the 
Bank with and into NASB Interim Savings Bank, F.S.B., a federally 
chartered stock savings bank formed solely to facilitate this 
transaction.  

     To complete the transaction, the Company issued an aggregate of 
2,375,112 shares of Company common stock by exchanging one share of the 
Company common stock for each share of common stock of the Bank.  It 
also exchanged an option to purchase one share of Company common stock 
for each outstanding option to purchase one share of the Bank's common 
stock.  

     The resulting Bank from the merger continues to operate under the 
name "North American Savings Bank, F.S.B."  The transaction was 
intended to qualify as a tax-deferred reorganization under the Internal 
Revenue Code of 1986, as amended, providing certain tax-deferred 
benefits for income tax purposes for Bank stockholders.  The merger was 
accounted for as a pooling of interests, and accordingly, the 
accompanying financial information has been restated to include the 
accounts of the Bank and the Company for all periods presented.


(3) COMPREHENSIVE INCOME

     For the period ended December 31, 1998, the Company reported net 
income of $3,015,000.  Total comprehensive income, reported pursuant to 
SFAS No. 130, "Reporting Comprehensive Income," was $2,767,000, which 
includes the change in the accumulated unrealized gains and losses on 
available for sale securities, net of income taxes of $165,000.


(4) SECURITIES AVAILABLE FOR SALE

     The following table presents a summary of securities available for 
sale. 

                                        December 31, 1998
                        ------------------------------------------------
                                      Gross        Gross      Estimated
                        Amortized   unrealized   unrealized     market
                          cost        gains        losses       value
                        ------------------------------------------------

U.S. Government 
  Obligations           $ 3,150          --           (8)        3,142
Equity securities         2,738          --         (294)        2,444
                        ------------------------------------------------
   Total                $ 5,888          --         (302)        5,586
                        ================================================


                                    6

<PAGE>

(5) MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

The following table presents a summary of mortgage-backed securities 
available for sale. 


<TABLE>
<CAPTION>
                                                                 December 31, 1998
                                                   ------------------------------------------------
                                                                  Gross        Gross      Estimated
                                                   Amortized   unrealized   unrealized     market
                                                      cost        gains        losses       value
                                                   ------------------------------------------------
<S>                                                <C>          <C>         <C>           <C>
Pass-through certificates guaranteed by 
   GNMA - fixed rate                               $  6,218          17           --         6,235
FNMA pass-through certificates - fixed rate           6,606          26           --         6,632
Mortgage-backed derivatives (including CMO 
   residuals and interest-only securities)            4,229          14         (528)        3,715
                                                   ------------------------------------------------
    Total                                          $ 17,053          57         (528)       16,582
                                                   ================================================

</TABLE>



(6) MORTGAGE-BACKED SECURITIES HELD TO MATURITY

     The following table presents a summary of mortgage-backed 
securities held to maturity.

<TABLE>
<CAPTION>
                                                                   December 31, 1998
                                                   ------------------------------------------------
                                                                  Gross        Gross      Estimated
                                                   Amortized   unrealized   unrealized     market
                                                      cost        gains        losses       value
                                                   ------------------------------------------------
<S>                                                <C>          <C>         <C>           <C>

FHLMC participation certificates:					
   Fixed rate                                      $  3,474         103            1         3,576
   Balloon maturity and adjustable rate               6,810          76           --         6,886
FNMA pass-through certificates:					
   Fixed rate                                           508          --           --           508
   Balloon maturity and adjustable rate                 786          --            2           784
Pass-through certificates guaranteed 
     by GNMA - fixed rate                               499          35           --           534
Collateralized mortgage obligation bonds              3,417         319            2         3,734
Other asset-backed securities                         5,582         830          134         6,278
                                                   ------------------------------------------------
     Total                                         $ 21,076       1,363          139        22,300
                                                   ================================================

</TABLE>



(7) LOANS RECEIVABLE

     Loans receivable are as follows:

                                            December 31,1998
                                         (Dollars in thousands)
                                          --------------------
LOANS HELD FOR INVESTMENT:		
  Mortgage Loans:		
    Permanent loans on:		
      Residential properties                     $ 307,269
Business properties                                 82,190
Partially guaranteed by VA or insured by FHA        32,024
Construction and development                       153,325
                                                 ----------
   Total mortgage loans                            574,808
Commercial loans                                     6,869
Installment loans to individuals                    30,069
                                                 ----------
Total loans held for investment                    611,746
Less:		
  Undisbursed loan funds                           (59,292)
  Unearned discounts and fees on loans, net         (6,499)
  Allowance for losses on loans                     (5,916)
                                                 ----------
Net loans held for investment                    $ 540,039
                                                 ==========

                                    7
<PAGE>


                                            December 31,1998
                                         (Dollars in thousands)
                                          --------------------
LOANS HELD FOR SALE:		
Mortgage loans:		
  Permanent loans on:		
    Residential properties                       $ 140,317
    Partially insured by FHA                           458
                                                 ----------
      Total loans held for sale                    140,775
  Less:		
    Undisbursed loan funds                         (10,973)
    Unearned discounts and fees on loans, net          109
                                                 ----------
      Net loans held for sale                    $ 129,911
                                                 ==========

     Included in the loans receivable balances at December 31, 1998, and 
September 30, 1998, are participating interests in mortgage loans and 
wholly owned mortgage loans serviced by other institutions in the 
approximate amounts of $5.7 million and $6.0 million, respectively.  
Loans and participations serviced for others amounted to approximately 
$558.5 million and $546.2 million at December 31, 1998, and September 
30, 1998, respectively.


(8) REAL ESTATE OWNED AND OTHER REPOSSESSED PROPERTY

     Real estate owned and other repossessed property consisted of the 
following:

                                       December 31,    September 30,
                                           1998             1998
                                       -----------------------------
                                          (Dollars in thousands)

Real estate acquired through (or deed 
  in lieu of) foreclosure               $  3,921            4,568
Less: allowance for losses                (1,406)          (1,336)
                                       -----------------------------
   Total                                $  2,515            3,232
                                       =============================

     The Bank carries real estate owned at fair value as of the date of 
foreclosure minus any estimated disposal costs (the "new basis"), and 
is subsequently carried at the lower of the new basis or fair value less 
selling costs on the current measurement date.


(9) MORTGAGE SERVICING RIGHTS

     On January 1, 1997, the Bank adopted SFAS No. 125, "Accounting for 
Transfers and Servicing of Financial Assets and Extinguishment of 
Liabilities."  SFAS No. 125 is required to be applied to transfers of 
assets occurring after January 1, 1997.  Among other things, this 
Statement establishes a clear distinction between transactions that are 
considered sales of assets and those that are considered financing 
arrangements.  According to the Statement, asset sales must meet 
prescribed tests, which show that financial control of the asset has 
been transferred to the buyer.  If the transaction does not meet these 
prescribed tests, the transaction is recorded as a financing activity, 
and the asset remains on the balance sheet of the seller.  The 
implementation of this part of the Statement had no material impact on 
the Bank.

     The Bank is most affected by the provision of this Statement that 
requires the recognition of all servicing assets at the time that 
mortgage loans are sold with servicing retained.  Prior to this 
Statement, the Bank recognized a gain or loss only for any servicing 
value in excess of stated contractual amounts at the time of loan sale 
("excess servicing").  The excess servicing value was recorded as an 
asset and amortized as an offset to servicing income over the lives of 
the related mortgage loans.

                                    8
<PAGE>

     SFAS No. 125 now requires the Bank to calculate and recognize all 
retained servicing value (including "normal servicing") at the time of 
a loan sale in which servicing is retained.  These amounts for normal 
originated mortgage servicing rights ("OMSRs") are recorded as assets 
and amortized as offsets to future servicing income.  Impairment of 
OMSRs is assessed based on the fair value of the rights on a pool by 
pool basis.  Fair values are estimated using discounted cash flows based 
on a market rate of interest.

     In accordance with the Statement, servicing fees recognized in 
excess of normal servicing fees are carried as interest-only strip 
securities and classified as available for sale in accordance with SFAS 
No. 115.  Also, all previous amounts carried as excess servicing assets 
were combined and reclassified as interest-only strip securities.  At 
December 31, 1998, the Bank had such interest-only strip securities in 
the amount of $3.5 million, classified as available for sale.


(10) RECONCILIATION OF BASIC EARNINGS PER SHARE TO DILUTED EARNINGS PER 
SHARE

     The following table presents a reconciliation of basic earnings per 
share to diluted earnings per share for the periods indicated.  Dollar 
amounts are presented in thousands, except share data.


                                            Three months ended
                                          ----------------------
                                           12/31/98     12/31/97
                                          ----------------------
Net income                                $   3,015        3,133
				

Basic weighted average shares             2,233,811    2,236,929
Effect of stock options                      14,435       15,431
                                          ----------------------
Dilutive potential common shares          2,248,246    2,252,360
			
Net income per share: 
   Basic                                  $    1.35         1.40
   Dilutive                                    1.34         1.39


     The dilutive securities included for each period presented above 
consist entirely of stock options granted to employees as incentive 
stock options under Section 442A of the Internal Revenue Code as 
amended.


(11) SUBSEQUENT EVENTS

     On January 26, 1999, the stockholders of the Company voted to amend 
the Company's Articles of Incorporation to increase the number of 
authorized Common Stock from 3,000,000 to 20,000,000 shares.  At the 
same time, stockholders also approved a reduction in the par value of 
Common Stock from $1.00 to $0.15.  

     On January 27, 1999, the Company announced that the Board of 
Directors declared a four-for-one stock split, whereby each stockholder 
will receive three additional shares of the Company's stock for each 
share they own.  The Board declared March 5, 1999, as the pay date of 
the stock split to stockholders of record on February 19, 1999.

                                    9
<PAGE>


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


GENERAL

     The principal business of the Company is to provide banking 
services through the Bank.  Specifically, the Bank obtains savings and 
checking deposits from the public, then uses those funds to originate 
and purchase real estate loans and other loans. The Bank also purchases 
mortgage-backed securities ("MBS") and other investment securities 
from time to time as conditions warrant.  In addition to customer 
deposits, the Bank obtains funds from the sale of loans held-for-sale, 
the sale of securities available-for-sale, repayments of existing 
mortgage assets, and advances from the Federal Home Loan Bank 
("FHLB").  The Bank's primary sources of income are interest on loans, 
MBS, and investment securities plus customer service fees and income 
from mortgage banking activities.  Expenses consist primarily of 
interest payments on customer deposits and other borrowings and general 
and administrative costs.

     The Bank is regulated by the Office of Thrift Supervision ("OTS") 
and the Federal Deposit Insurance Corporation ("FDIC"), and is subject 
to periodic examination by both entities.  The Bank is also subject to 
the regulations of the Board of Governors of the Federal Reserve System 
("FRB"), which establishes rules regarding reserves that must be 
maintained against customer deposits.


FINANCIAL CONDITION

ASSETS

     The Company's total assets as of December 31, 1998, were $745.5 
million, an increase of $9.4 million from September 30, 1998, the prior 
fiscal year end.

     During the three months ended December 31, 1998, securities 
available for sale decreased $1.6 million, which was the result of the 
sale of a taxable municipal obligation.

     Included in mortgage-backed securities available for sale are $3.3 
million in interest-only strips, which consist of excess mortgage 
servicing rights established at the time of various loan sales in 
accordance with Statement of Financial Accounting Standards ("SFAS") 
No. 125, "Accounting for Transfers and Servicing of Financial Assets 
and Extinguishments of Liabilities."  These are more fully described in 
the notes to consolidated financial statements.  Derivative financial 
instruments are carried at estimated fair value in accordance with SFAS 
No. 115, "Accounting for Certain Investments in Debt and Equity 
Securities."  The Bank does not actively trade in derivative financial 
instruments and management does not currently use derivative financial 
instruments to manage interest rate risk or for other hedging 
strategies.

     As the Bank originates mortgage loans each month, management 
evaluates the existing market conditions to determine which loans will 
be held in the Bank's portfolio and which loans will be sold in the 
secondary market.  Loans sold in the secondary market can be sold with 
servicing released or converted into MBS and sold with the loan 
servicing retained by the Bank.  At the time of each loan commitment, a 
decision is made to either hold the loan for investment, hold it for 
sale with servicing retained, or hold it for sale with servicing 
released.  Management  monitors market conditions to decide whether 
loans should be held in portfolio or sold and if sold, which method of 
sale is appropriate.  During the three months ended December 31, 1998, 
the Bank originated $128.5 million in mortgage loans held for sale, 
$46.9 million in mortgage loans held for investment, and $6.8 million in 
other loans.  This total of $182.2 million in loans originated was an 
increase of $50.4 million over the three months ended December 31, 1997.

                                    10
<PAGE>

     Included in the $129.9 million in loans held for sale as of 
December 31, 1998, are $16.8 million in mortgage loans held for sale 
with servicing released.  Also included in loans held for sale as of 
December 31, 1998, are $0.5 million in commercial residential loans 
insured by the Federal Housing Administration ("FHA").  The Bank holds 
options to sell these insured loans back to the FHA during specified 
periods in the future at specified prices.  All loans held for sale are 
carried at the lower of cost or fair value.

     The Company classifies problem assets as "substandard," 
"doubtful" or "loss."  Substandard assets have one or more defined 
weaknesses, and it is possible that the Bank will sustain some loss 
unless the deficiencies are corrected.  Doubtful assets have the same 
defects as substandard assets plus other weaknesses that make collection 
or full liquidation improbable.  Assets classified as loss are 
considered uncollectible and of such little value that a specific loss 
allowance is warranted.

     The following table summarizes the Bank's classified assets as 
reported to the OTS.  Dollar amounts are expressed in thousands.

                          12/31/98    9/30/98   12/31/97
                        ---------------------------------
Asset Classification:				
  Substandard           $  12,999     10,772     11,207
  Doubtful                      7          8         11
  Loss                      2,103      1,956      2,899
                        ---------------------------------
                           15,109     12,736     14,117 
   Allowance for losses    (7,809)    (7,701)    (7,901)
                        ---------------------------------
                        $   7,300      5,035      6,216
                        =================================

     Total classified assets increased $2.4 million during the quarter 
ended December 31, 1998, primarily due to the classification of one 
commercial mortgage-backed security.  The issuers of this security, 
which is secured by a retirement complex, did not pay the most recent 
semi-annual payment.  $2.3 million of this security was classified as 
substandard and $0.2 million was classified as loss.  Management has 
negotiated an amended payment schedule, whereby the interest rate will 
be reduced for a period of six months, and the interest accrued-to-date 
will be capitalized and earn the note rate.  Management believes that 
the entire principal balance will be repaid in accordance with the 
modified terms.

     When an insured institution classifies problem assets as either 
substandard or doubtful, regulations require specific loss allowances to 
reduce their book value to fair value.  In addition, management 
establishes GVA ("general valuation allowances") for other possible 
loan losses.  GVA are allowances that recognize the inherent risks 
associated with lending activities but, unlike specific allowances, have 
not been allocated to particular problem assets.  When an association 
classifies a problem asset as loss, it is required to establish a 
specific allowance for 100% of the asset balance.  The Bank's 
classification of its assets and the amount of its valuation allowances 
are subject to review by the OTS who may require additional GVA or 
specific loss allowances. 

     Management believes that the specific loss allowances and GVA are 
adequate.  While management uses available information to determine 
these allowances, future allowances may be necessary because of changes 
in economic conditions.  Also, regulatory agencies (OTS and FDIC) review 
the Bank's allowance for loss as part of their examinations, and they 
may require the Bank to recognize additional loss provisions based on 
the information available at the time of their examinations.

LIABILITIES AND EQUITY  

     Customer deposit accounts increased $0.9 million during the three 
months ended December 31, 1998.  The weighted average rate paid on 
customer deposits as of December 31, 1998, was 4.88%, a decrease from 
5.29% as of December 31, 1997. 

                                    11
<PAGE>

     Advances from the Federal Home Loan Bank were $114.2 million as of 
December 31, 1998, an increase of $5.0 million from September 30, 1998.  
During the three-month period the Bank borrowed $5.0 million of new 
advances.  Management uses FHLB advances at various times as an 
alternate funding source to provide operating liquidity and to fund the 
origination and purchase of mortgage loans.

     Escrows were $1.2 million as of December 31, 1998, a decrease of 
$4.7 million from September 30, 1998.  This decrease is due primarily to 
amounts paid for borrowers taxes during the fourth calendar quarter of 
1998. 

     Total stockholders' equity as of December 31, 1998, was $72.6 
million (9.74% of total assets).  This compares to a book value of $69.8 
million (9.49% of total assets) at September 30, 1998.  On a per share 
basis, stockholders' equity was $32.14 on December 31, 1998, compared to 
$31.37 on September 30, 1998.
     The Company paid cash dividends on its common stock of $0.25 on 
November 30, 1998.  Subsequent to the quarter ended December 31, 1998, 
the Company announced a cash dividend of $0.32 per share on February 26, 
1999, payable to stockholders of record as of February 5, 1999.

     Total stockholders' equity as of December 31, 1998, includes an 
unrealized loss of $468,000, net of income tax, on available for sale 
securities in accordance with SFAS No. 115.  

RATIOS

     The following table illustrates the Company's return on assets 
(annualized net earnings divided by average total assets); return on 
equity (annualized net income divided by average equity); equity-to-
assets ratio (average equity divided by average total assets); and 
dividend payout ratio (dividends paid divided by net income).

                                Three months ended
                               --------------------
                               12/31/98    12/31/97
                               --------------------
Return on average assets          1.63%       1.71%
Return on average equity         16.93%      20.62%
Equity-to-assets ratio            9.62%       8.28%
Dividend payout ratio            18.51%      14.27%



RESULTS OF OPERATIONS - Comparison of three months ended December 31, 
1998, and 1997.

     For the three months ended December 31, 1998, the Company had net 
income of $3,015,000 or $1.35 per share.  This compares to net income of 
$3,133,000 or $1.40 per share for the quarter ended December 31, 1997.

NET INTEREST MARGIN  

     The Company's net interest margin is comprised of the difference 
("spread") between interest income on loans, MBS and investments and 
the interest cost of customer deposits and other borrowings.  Management 
monitors net interest spreads and, although constrained by certain 
market, economic, and competition factors, it establishes loan rates and 
customer deposit rates that maximize net interest margin.

     The following table presents the total dollar amounts of interest 
income and expense on the indicated amounts of average interest-earning 
assets or interest-costing liabilities for the three months ended 
December 31, 1998, and 1997.  Average yields reflect reductions due to 
non-accrual loans.  Once a loan becomes 90 days delinquent, any interest 
that has accrued up to that time is reserved and no further interest 
income is recognized unless the loan is paid current.  Average balances 
and weighted average yields for the periods include all accrual and non-
accrual loans.  The table also presents the interest-earning assets and 
yields for each respective period.  Dollar amounts are expressed in 
thousands.
 
                                    12
<PAGE>

                              Three months ended 12/31/98      As of
                              ---------------------------    12/31/98
                                 Average           Yield/     Yield/
                                 Balance Interest   Rate       Rate
                              ----------------------------------------
Interest-earning assets										
  Loans                        $ 660,487   14,533   8.80%      7.94%
  Mortgage-backed securities      31,415      482   6.14%      6.01%
  Investments                     17,809      234   5.26%      7.90%
  Bank deposits                   11,926      223   7.48%      4.58%
                              ----------------------------------------
    Total earning assets         721,636   15,472   8.58%      7.81%
Non-earning assets                23,948
                              -----------
      Total                    $ 745,585 
                              ===========
										
Interest-costing liabilities
  Customer deposits accounts   $ 549,070    6,680   4.87%     4.88%
  FHLB Advances                  113,678    1,675   5.89%     5.74%
  Other borrowings                   200        4   7.50%     7.50%
                              ----------------------------------------
    Total costing liabilities    662,948    8,359   5.04%     5.03%
Non-costing liabilities           10,810 
Stockholders' equity              71,827
                              -----------
      Total                    $ 745,585
                              ===========
Net earning balance               58,688
                              ===========
Earning yield less costing rate                     3.53%     2.79%
                                                   =================
Average interest-earning assets,								
  net interest, and net yield
  spread on average interest-
  earning assets               $ 721,636    7,113   3.94%
                              ============================




                              Three months ended 12/31/97      As of
                              ---------------------------    12/31/97
                                 Average           Yield/     Yield/
                                 Balance Interest   Rate       Rate
                              ----------------------------------------
Interest-earning assets										
  Loans                        $ 624,827  14,245    9.12%      8.15%
  Mortgage-backed securities      52,466     894    6.82%      6.94%
  Investments                     22,135     376    6.79%      6.79%
  Bank deposits                    9,542     159    6.67%      5.40%
                              ----------------------------------------
    Total earning assets         708,970  15,674    8.84%      8.01%
Non-earning assets                24,536
                              -----------
      Total                    $ 733,506
                              ===========

Interest-costing liabilities			
  Customer deposits accounts   $ 524,182   6,810    5.20%      5.29%
  FHLB Advances                  136,974   2,106    6.15%      6.05%
  Other borrowings                 1,680      26    6.19%      6.22%
                              ----------------------------------------
    Total costing liabilities    662,836   8,942    5.40%      5.45%
Non-costing liabilities            9,595
Stockholders' equity              61,075
                              -----------
      Total                    $ 733,506
                              ===========
Net earning balance               46,134			
                              ===========
Earning yield less costing rate                     3.45%      2.56%
                                                   ==================
Average interest-earning assets,
  net interest, and net yield
  spread on average interest-
  earning assets               $ 708,970   6,732    3.80%
                              ============================


     The following table provides information regarding changes in 
interest income and interest expense.  For each category of interest-
earning asset and interest-costing liability, information is provided on 
changes attributable to  (1) changes in volume (change in volume 
multiplied by the old rate),  (2) changes in rates (change in rate 
multiplied by the old volume), and  (3) changes in rate and volume 
(change in rate multiplied by the change in volume).  Average balances, 
yields and rates used in the preparation of this analysis come from the 
preceding table.  Dollar amounts are expressed in thousands.


                           Three months ended December 31, 1998 compared
                               to three months ended December 31, 1997
                          ----------------------------------------------
                                                      Yield/
                                 Yield     Volume     Volume     Total
                          ----------------------------------------------
Components of interest income:					
  Loans                         $ (499)      813        (26)       288
  Mortgage-backed securities       (89)     (359)        36       (412)
  Investments                      (85)      (74)        17       (142)
  Other assets                      19        40          5         64
                                ---------------------------------------- 
Net change in interest income     (654)      420         32       (202)
                                ---------------------------------------- 
Components of interest expense:					
  Customer deposit accounts       (432)      324        (22)      (130)
  FHLB Advances                    (89)     (358)        16       (431)
  Other borrowings                   6       (23)        (5)       (22)
                                ---------------------------------------- 
Net change in interest expense    (515)      (57)       (11)      (583)
                                ---------------------------------------- 
Increase (decrease) in net 
   interest margin              $ (139)      477         43        381
                                ========================================

                                    13
<PAGE>

     Net interest margin before loan loss provision in the three months 
ended December 31, 1998, increased $381,000 from the quarter ended 
December 31, 1997.  Specifically, the decrease in interest income of 
$202,000 was more than offset by a decrease in interest expense of 
$583,000.  This decrease in interest expense was due primarily to a 
$23.3 million decrease in the average balance of FHLB Advances, which 
had an average cost of 5.89% during the three months ended December 31, 
1998, while the average balance of customer deposits, which had an 
average cost of 4.87%, increased $24.9 million.  The remainder of the 
increase in net interest margin is attributed to the increase in 
retained earnings, which increased the net earning balance.

     The Company's net interest margin is impacted by changes in market 
interest rates, which have varied greatly over time.  Changing interest 
rates affect the level of prepayments on mortgages, the demand for new 
mortgage loans, and the supply and interest cost of customer deposits 
and borrowings used to fund interest-earning assets.  Management 
monitors the Company's net interest spreads (the difference between 
yields received on assets and paid on liabilities) and, although 
constrained by market conditions, economic conditions, and prudent 
underwriting standards, it offers deposit rates and loan rates that 
maximize net interest income.  Management does not predict interest 
rates, but instead attempts to fund the Company's assets with 
liabilities of a similar duration to minimize the impact of changing 
interest rates on the Company's net interest margin.  Since the relative 
spread between financial assets and liabilities is constantly changing, 
the Company's current net interest spread may not be an indication of 
future net interest income.

PROVISION FOR LOAN LOSSES

     The Company's provision for loan losses of  $75,000 during the 
quarter ended December 31, 1998, was an increase of $68,000 over the 
three months ended December 31, 1997.  The quarterly provision for loan 
losses was reduced to $7,000 during the three months ended December 31, 
1997, because of several recoveries recognized on residential 
properties. 

     As stated above, management believes that the provisions for loss 
are adequate.  These provisions can fluctuate based on changes in 
economic conditions or changes in the information available to 
management.  Also, regulatory agencies review the Company's allowances 
for loss as a part of their examination process and they may require 
changes in loss provision amounts based on information available at the 
time of their examination.  Management establishes allowances for loss 
based on current economic values and any disruptions in the real estate 
market could cause management to increase the provision for loss.     

OTHER OPERATING INCOME

     Other operating income for the three months ended December 31, 
1998, increased $488,000 from the same period in the prior year.  
Specifically, loan servicing fees decreased $447,000, due to an increase 
in amortization of capitalized mortgage servicing rights, which was a 
result of an increase in prepayments of the underlying mortgage loans.  
Customer service fees increased $88,000 due to a higher volume of 
checking accounts and other transaction accounts and an increase in late 
charges on mortgage loans.  During the quarter ended December 31, 1998, 
the Bank recorded a write down of $104,000 for impairment of mortgage 
servicing rights.  Gain on sale of loans increased $1.1 million due to 
an increase in the volume of loans sold.  Other operating income 
decreased $145,000 due to a reduction in loan prepayment penalties. 

GENERAL AND ADMINISTRATIVE EXPENSES

     Total general and administrative expenses for the quarter ended 
December 31, 1998, increased $958,000 from the same quarter in the prior 
year.  The increase in compensation and fringe benefits was related to 
an increase in staffing and other expenses in the construction lending 
and mortgage loan origination departments, due to an increase in 
origination volume.

INCOME TAXES

     The Company accounts for income taxes in accordance with SFAS No. 
109, "Accounting for Income Taxes."  The most recent audit of the 
Bank's tax returns by the Internal Revenue Service was completed during 
the quarter ended June 30, 1996.  

                                    14
<PAGE>

YEAR 2000 ISSUE

     The Board of Directors and the management of the Company have 
established a formal process for the implementation of a plan to 
evaluate and correct the problems that the year 2000 could cause to the 
Company's critical automated systems. The year 2000 problem exists 
because many automated systems use only two digit fields to represent 
the year, such as "98" representing 1998.  However, with the two digit 
format, the year 2000 is indistinguishable from 1900, 2001 from 1901, 
and so on.  Should these critical systems fail in the year 2000, the 
Company would have difficulty in processing transactions for loan and 
deposit customers, which could cause significant damage to the Company's 
important customer relationships.  Since the Company does not develop 
any of the software programs that are utilized, the process is focused 
on follow-up and testing of software provided by third party vendors and 
data centers to ensure their renovation. 

     In calendar year 1997, management implemented a year 2000 process 
using the standard framework set forth by the Federal Financial 
Institutions Examination Council, which includes separate phases for 
awareness, assessment, renovation, validation, and implementation.  In 
the awareness phase, management committed resources and established a 
year 2000 committee consisting of managers from all departments of the 
Company.  This committee proceeded through the assessment phase, which 
included an analysis of the year 2000 impact on all hardware, software, 
and electronic equipment; identifying the Company's critical business 
processes; developing priorities by risk; gaining commitment from 
vendors and service providers; and evaluating the impact on the Bank's 
customers.  The renovation phase included the replacement or elimination 
of non-compliant software, hardware, and vendors.  In the validation 
phase, the committee will test all renovated systems and test all data 
exchanges with outside organizations.  In the implementation phase, all 
renovated systems will be put into service.  To date, the Company has 
completed the awareness and assessment phases and is near the end of the 
renovation phase.  The validation and implementation phases are 
scheduled to be completed by March 31, 1999.  During fiscal 1998, the 
OTS performed an on-site examination of the Bank's year 2000 process.  
The Bank has been notified that it will undergo a second year 2000 
examination by the OTS during February 1999.

     Data processing of Bank's core operations is provided by a third 
party service bureau.  In November 1998, the Bank's service bureau 
installed its fully renovated year 2000 compliant software.  The Bank 
has actively participated in testing procedures and it continues to 
prudently monitor the progress reports received from the vendor.  The 
Company's year 2000 process also includes the evaluation of phone 
systems, alarm systems, funds transfer providers, and all hardware and 
software on its wide-area network ("WAN").  Management estimates that 
the year 2000 implementation process will cost approximately $400,000, 
most of which is the cost of capitalized computer hardware for the WAN.  
Approximately one-half of this cost has been incurred as of September 
30, 1998.  Management expects the remainder of these costs to be 
incurred during fiscal 1999. 

     The Company is in the process of finalizing its year 2000 
contingency plan for each of the Company's critical automated systems.  
The contingency plan will be implemented if any of the critical systems 
should fail to become year 2000 compliant by certain target dates.  
Management plans to make updates to the contingency plans on an ongoing 
basis throughout the 1999 calendar year.  The third party service bureau 
has also formulated a contingency plan, which management has 
incorporated into the Company's overall contingency plan.

     The Board of directors are updated on the status of the year 2000 
process at regular intervals.  Management believes that the Company's 
year 2000 process is adequate to ensure that all mission critical 
systems will be year 2000 compliant.


REGULATION

     The Bank is a member of the FHLB System and its customers' deposits 
are insured by the Savings Association Insurance Fund ("SAIF") of the 
FDIC.  The Bank is subject to regulation by the OTS as its chartering 
authority.  Since passage of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989 ("FIRREA" or the "Act"), the 
FDIC also has regulatory control over the Bank.  The transactions of 
SAIF-insured institutions are limited by statute and regulations that 
may require prior supervisory approval in certain instances.  
Institutions also must file reports with regulatory agencies 

                                    15
<PAGE>

regarding their activities and their financial condition.  The OTS and 
FDIC make periodic examinations of the Bank to test compliance with the 
various regulatory requirements.  The OTS can require an institution to 
re-value its assets based on appraisals and to establish specific 
valuation allowances.  This supervision and regulation is intended 
primarily for the protection of depositors.  Also, savings institutions 
are subject to certain reserve requirements under Federal Reserve Board 
regulations.

INSURANCE OF ACCOUNTS

     The SAIF insures the Bank's customer deposit accounts to a maximum 
of $100,000 for each insured member.  Deposit insurance premiums are 
determined using a Risk-Related Premium Schedule ("RRPS"), a matrix 
which places each insured institution into one of three capital groups 
and one of three supervisory groups.  Currently, deposit insurance 
premiums range from 0 to 27 basis points of the institution's total 
deposit accounts, depending on the institution's risk classification.  
The Bank is currently considered "well capitalized", which is the most 
favorable capital group and supervisory subgroup.  SAIF-insured 
institutions are also assessed a premium of 0.61% of insured deposits to 
service the interest on Financing Corporation ("FICO") debt. 

REGULATORY CAPITAL REQUIREMENTS

     At December 31, 1998, the Bank exceeds all capital requirements 
prescribed by the OTS.  To calculate these requirements, a thrift must 
deduct any investments in and loans to subsidiaries that are engaged in 
activities not permissible for a national bank.  As of December 31, 
1998, the Bank did not have any investments in or loans to subsidiaries 
engaged in activities not permissible for national banks.

The following tables summarize the relationship between the Bank's 
capital and regulatory requirements.  Dollar amounts are expressed in 
thousands.

At December 31, 1998                           Amount
-----------------------------------------------------------
GAAP capital (Bank only)                      $ 66,825
Adjustment for regulatory capital:
  Intangible assets                             (1,663)
  Disallowed portion of servicing assets          (408)
  Reverse the effect of SFAS No. 115               287
                                               --------
    Tangible capital                            65,041
  Qualifying intangible assets                   1,531
                                               --------
    Tier 1 capital (core capital)               66,572
  Qualifying general valuation allowance         4,821
                                               --------
Risk-based capital                            $ 71,393
                                               ========



<TABLE>
<CAPTION>
                                                         As of December 31, 1998
                                       ---------------------------------------------------------------
                                                          Minimum Required For   Minimum Require to be 
                                            Actual          Capital Adequacy      "Well Capitalized"
                                       -----------------  --------------------   ---------------------
                                        Amount   Ratio      Amount    Ratio         Amount    Ratio
                                       -----------------  --------------------   ---------------------
<S>                                      <C>     <C>       <C>       <C>           <C>       <C>    
Total capital to risk-weighted assets   $ 71,393  13.7%     41,645    >=8%          52,056    >=10%
Core capital to adjusted tangible assets  66,572   9.0%     29,730    >=4%          37,162     >=5%
Tangible capital to tangible assets       65,041   8.8%     11,149   >=1.5%             --      --
Tier 1 capital to risk-weighted assets    66,572  12.8%         --      --          31,234      >=6%

</TABLE>


                                    16
<PAGE>


INTEREST RATE RISK COMPONENT

     The OTS has adopted a rule which requires savings institutions with 
a "greater than normal" level of interest rate exposure to deduct 
amounts from their total capital for the purpose of calculating the 
risk-based capital requirement.  The deduction is an amount equal to 
one-half of the difference between the institution's measured exposure 
and the "normal" exposure level (i.e., 2% of the estimated economic 
value of the institution's assets).  The rule measures interest rate 
risk as the decline in Net Portfolio Value that would result from a 200 
basis point increase or decrease in market interest rates.  The rule 
sets forth a description of valuation methodologies for assets, 
liabilities, and off-balance sheet items.  Subsidiaries that are deemed 
to be controlled by an institution under generally accepted accounting 
principles will be consolidated for purposes of calculating interest 
rate risk.  Although the interest rate component was originally 
scheduled to become effective by December 31, 1994, the OTS has notified 
institutions to delay implementation until further notice. 

LOANS TO ONE BORROWER

     Institutions are prohibited from lending to any one borrower in 
excess of 15% of the Bank's unimpaired capital plus unimpaired surplus, 
or 25% of unimpaired capital plus unimpaired surplus if the loan is 
secured by certain readily marketable collateral.  Renewals that exceed 
the loans-to-one-borrower limit are permitted if the original borrower 
remains liable and no additional funds are disbursed.  As of December 
31, 1998, the Bank had no loans that exceeded the loans to one borrower 
limit.

INVESTMENT IN SUBSIDIARIES

     Investments in and extensions of credit to subsidiaries not engaged 
in activities permissible for national banks must generally be deducted 
from capital.  As of December 31, 1998, the Bank did not have any 
investments in or advances to subsidiaries engaged in activities not 
permissible for national banks.


LIQUIDITY AND CAPITAL RESOURCES

     The Bank generates liquidity primarily from savings deposits and 
repayments on loans, investments, and mortgage-backed securities.  
Liquidity measures the ability to meet deposit withdrawals and lending 
commitments.  For secondary sources of liquidity, the Bank has the 
ability to sell assets held for sale, can borrow from primary securities 
dealers on a collateralized basis, and can use the FHLB of Des Moines' 
credit facility.  The Bank, as a member of the FHLB System, is subject 
to regulations that require the maintenance of liquidity ratios (daily 
average liquid assets as a percentage of net withdrawable customer 
deposits and current borrowings).  The regulatory liquidity requirement 
may vary depending on economic conditions and activity of customer 
deposits.  For the month of December 1998, the required liquidity ratio 
was 4%, and the Bank's average regulatory liquidity ratio was 15.4%.

     Fluctuations in the level of interest rates typically impact 
prepayments on mortgage loans and MBS.  During periods of falling 
interest rates, these prepayments increase and a greater demand exists 
for new loans.  The Bank's customer deposits are partially impacted by 
area competition.  Management is not currently aware of any other market 
or economic conditions that could materially impact the Bank's future 
ability to meet obligations as they come due.

                                    17
<PAGE>

                     PART II - OTHER INFORMATION


Item 1.  Legal Proceedings
          There were no material proceedings pending other than ordinary
          and routine litigation incidental to the business of the
          Company.


Item 2.  Changes in Securities
           None.


Item 3.  Defaults Upon Senior Securities
           None.


Item 4.  Submission of Matters to a Vote of Security Holders.
           None.


Item 5.  Other Information
           None.


Item 6.  Exhibits and Reports on Form 8-K
           None.
		


                                    18
<PAGE>


                           S I G N A T U R E S   


     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.





                                         NASB FINANCIAL, INC.
                                             (Registrant)




February 9, 1999                      By: /s/ David H. Hancock  
                                          David H. Hancock
                                          Chairman and 
                                          Chief Executive Officer




February 9, 1999                      By: /s/ Keith B. Cox  
                                          Keith B. Cox
                                          Vice President and Treasurer






                                    19
<PAGE>

19